The Boy With The Watch
by Kako Koritsi
Summary: The boy was sure his watch hadn't been this alive the last time he put it on.
1. Prologue

It was never supposed to be like this.

Somehow- and he didn't know how, which was an increasingly infuriating realization- but somehow, one of the Galvan's calculations went awry. Whatever that may have been, whatever may have gone wrong, was utterly lost to him, and utterly unimportant to any upcoming events now.

It didn't mean that he didn't want to know what went wrong in the first place, however.

So there Azmuth was, the greatest mind in three galaxies, working at the sheltered peak of a astounding tower. It was tall by all means, polished and shining, standing proud in the alien's planet. Windows displayed the clean and organized environment outside, taunting the Galvan within mounted walls and bringing trails of light unto his labors.

He had been atop the building for a considerable amount of time, the measurement lost to the genius. Endless reconstructions of his most prized creation laid scattered around Azmuth, reminding him of his failures. Even now, his fragile fingers worked to string together another failing prototype, success washing away into the passing hours.

Before long, it too was tossed to aside, too intricately built to survive the heavy crash to the floor. Azmuth took some relish of the telltale shattering of glass and weak metal. They always ended somewhat like that, it seemed.

The grey alien sighed, taking his head into calloused palms. It was frustrating- he had constructed the item of his endeavors once before! Why not again?

Azmuth had notes, of course. Any self-respecting scientist did. But those detailed a construct that was flawless in making. The object he aspired to remake was very much flawed, because truly, if he did not know what he had done wrong, he could not fix it. Whilst he could probably make do with traveling to Earth and prizing the original from where he knew it sat in a certain teenage boy's closet, he knew that it was unfortunately nonoperational. Nonworking, dormant, collecting dust. His greatest creation.

Another sigh. If such substances such as liquor existed on his beautiful planet, Azmuth would be drowning in it. Ah, well. It appeared that the universe would have to deal with it's easily plausible doom until the correct solution presented itself. He was the only one to blame, really, and Azmuth knew that. The Omnitrix was so damaged, so corruptible, and it's host so... corrupted. Sentimental. Trapped.

It was never supposed to be this way. Yet, it was.

"Delightful," he muttered, and his voice was scratchy and devoid of that thing people liked to call hope.


	2. And We Begin Again

The sky was a perfect companion to the grassy plane, shining blue and proud against the endless array of green. Clouds streaked across the cerulean canvas, not doing much to shield the lively sun above.

A tall figure clad red and black ran across the field, kicking between him the game's soccer ball. He dodged endless players, getting closer to the opposing team's goal. Ben's eyes narrowed.

He was suddenly blocked off, kicking the ball to another teammate. Everyone took in the ticking of the timer above. With only nine more seconds to go, the ball was aimed in Ben's direction.

When he caught it, the fans on the bleachers cheered loudly, his team hoisting him up on their shoulders.

* * *

The medal glimmered in the retreating waves of the summer heat. "MVP" was carved into the gold, three simple letters that made Ben swell up with pride.

He glanced up at the sound of footsteps. Warm brown eyes meet his, belonging to a girl with a pink hoodie and short-cut hair, sleek and black and all perfectly combed.

He felt the need to speak up. "Oh, um," he muttered. "I wasn't showing off. I mean, I was going to show it to my grampa..." He trailed off, his mouth taking the place where his brain should be.

She didn't seem to mind. "I guess that is kind of showing off," he admitted, and she quirked a small smile. He pulled off his gloves, offering a hand. "Ben Tennyson."

She took it. "Julie," she said, voice soft. "I know who you are. Great game," and the sentence was cheerful, and decidedly more thought-out.

"Thanks," Ben replied, one hand going to his bike's handle. "I do really have to go, though." He steered it away. "See you tomorrow?"

"Okay," she answered, and he turned away before Julie could see the blush on his face.

"Bye!" She called out, but he was already riding.

It didn't take long to get there. The afternoon had cooled down considerably into early evening, his grandfather living in a relatively close by area. Ben's bike entered the camping site within a half hour, stopping at the familiar RV.

He parked the bike, walking over to the Rustbucket and pounding on the door. "Grampa Max?" Getting no reply, Ben continued. "Open up, it's me!"

When only silence answered back, he took a peek through a gap in the blinds. Green eyes blinked confusedly at the apparent darkness inside, a chill running up his spine.

His hand grabbed for a familiar rock, turning it over and revealing the key hidden inside. It slid evenly into the door's slot, and he entered, footsteps heavy on the weak floor.

"Hello?" He called. "Grampa?" The inside smelled like dust and loneliness, lights having gone out. Clothes and trash were strewn across the floor. "What happened in here?" Ben murmured, attention sharpening when he heard a movement from the end of the RV.

He strode over to the sound, opening up the back door. A shiny toilet gazed back at him, and Ben only looked at it defeatedly.

His heart skipped a beat when a crash resounded behind him, sight being greeted by a snarling DNAlien. His eyes widened to saucers, barely dodging when tentacles sprang forward from its insides to ensnare him. He rolled out into a kneeling position, hand moving by its own and smacking his wrist. Ben stared dumbly at the spot where his omnitrix used to be, dread setting in.

The DNAlien attacked again, Ben springing out of the way. He observed the growling monster. It retracted its tentacles, bringing a hand forward to crush him. Ben's hands found a nearby object, blocking the aimed hit and diving under the table. It was quickly pulled back, sharp claws reaching to tear him to shreds.

He yelped, dodging again and hiding in the shadows. His breath came in raspy and slightly panicked, Ben all-too aware at his startling vulnerability.

The DNAlien looked around confusedly, starting towards the closet. It went farther in, before being alerted to a tap on its back. Turing around, it was met by the other end of a fire extinguisher. "Peek-a-boo," Ben chirped, before spraying the alien and smacking him hard in the mid section. The DNAlien fled through the front windows, leaving him alone once more.

He gave the RV a tentative once-over. "He was looking for something, Grampa," Ben informed the empty space. "But what?" Stepping over to the driver's seat, his fingers went out to flip a pattern of switches on the dash board.

In a stroke of luck, a hidden panel slid out behind him. Ben ran over to it, pulling out a clear disk. Holding it up, he was suddenly greeted by a holographic Max Tennyson.

"Hello Ben," it started. Ben interrupted it.

"Grampa, what's-" It cut him off in turn.

"I left this recording in a place where I knew only you could find it." So not luck, then? "I'm in a bit of trouble, but it's nothing I can't handle. Certainly nothing for you to worry about." The holographic Max held up a hand, as if trying to reassure Ben. "There's renewed alien activity on Earth. I'm investigating it." His image disappeared in a flurry of static, before reappearing once more. "Oh, and there's no need to worry about the omnitrix. I have it, and it's completely safe. Say hello to your cousin Gwen for me. Love you, Max out."

He faded out once more, leaving behind a the disfigured shape of a DNAlien and a gaping hero.

* * *

"Ben, don't run in the house!" His mom called after his retreating footsteps.

"Sorry mom!" He yelled back, but didn't go any slower. His hands flung open the bedroom door, heading immediately to the closet. He threw clothes and trash alike over his shoulders, searching.

"He says he has the omnitrix," Ben muttered. "But I know it's in here somewhere." His hands found a compacted brown box, fingers opening the lid. He lifted up a small patch of gold cards, revealing the object of his worry.

The watch gleamed back at him, with its perfect aligned green interface and glimmering hourglass symbol. He cautiously reached over to it, hands faltering just a centimeter above the machine. He finally picked it up, almost cradling it in his hands.

"What is he trying to tell me?" Ben wondered aloud. The omnitrix only gazed back.

* * *

The inside of the gym was huge, a matching large placemat placed over the floor. Teenagers clad in matching white uniforms sat in silence, observing the exchange between Gwen Tennyson and her opponent. They bowed, before readying to fight.

Ben was alone on the bleachers.

The man in the center shouted something in a different language that Ben didn't quite get word of before shouting the English equivalent. "Fight!" Immediately, the blond boy ran forward, launching himself on Gwen. She steadily dodged and turned the tables, red hair flying as she ended on top of him. The boy only blinked back wearily as the instructor verbally acknowledged the victory.

The others clapped politely, and Gwen smiled at her fellow classmate from their position. She got off, extending a hand, and he accepted with a similar grin. They bowed again simultaneously, the blond walking away.

One person remained clapping as the others departed. Gwen turned to see Ben smiling back at her. "So how's my favorite cousin?" He asked, reciprocating the hug she launched at him.

"Ben!" She exclaimed, resting her hands on his shoulders and looking her cousin in the eye. "Still undefeated," she continued in a much lower volume. "Compliments," she evaluated, poking him playfully in the chest, "means you want something."

He looked down at her single finger, grinning slightly before turning his head back up. His tone turned more serious. "I've got a problem," Ben admitted. "I need advice."

"Okay," Gwen replied, letting go of him. "Soon as I change."

It was about twenty minute before she returned, the clacking of her sharp heels alerting him to Gwen's presence. She observed him through bright irises. "So. You need help?"

"I need advice," he corrected, bringing up the watch he had concealed in his pocket. He quickly brought out Max's hologram message as well, replaying it for her.

It echoed its past words again before flickering out of existence. Ben glanced at Gwen, who was seated on the bleachers. "But Grampa doesn't have the omnitrix," she started. "You do."

He agreed. "He's sending me some kind of message." Ben raised the machine up to eye level. "I think he wants me to put you on again," he told it with dread.

Gwen looked at him, eyes full of sympathy. "He always said that was your choice," she reminded him. "You don't have to do it if you don't want to."

"I used to love the omnitrix," he told her. Ben brought it back down, letting it hang at his side. He wanted to say that he still kind of did love it. "It made made me feel special," he told Gwen instead, letting his eyes slip close.

"You know what?" She answered, determination filling in her tones. "It wasn't the watch that was special." Her voice evened out to something kinder. "It was you."

He looked at her.

"And you earned a normal life," she continued. "You put that watch back on, and that's pretty much it for normal." He didn't know about that. Azmuth had told him exclusively a while back that without a host for too long, the watch may stop working permanently. Something inside him almost broke at that reminder, but he didn't quite know why.

And really, did he even want a normal life? He used to think that he did, but now, the only glory there was to it was studying for tests he would, at best, get B's on and shiny medals that he would forget about. He couldn't keep pushing this away any longer, hiding the nervous energy bubbling under his skin- the Tennysons didn't _do _normal.

Ben grit his teeth. "But if Grampa needs my help-"

"He said he didn't," she reasoned. "And anyway, remember how much trouble we had getting it off the last time?"

He did, of course; the feeling of loosing a part of yourself, being inexpicably wistful without knowing why for years hadn't escaped his memory. Before he could answer, the door opened, bringing crisp light into the previously secluded room. They both looked at the silhouette that stepped out, twin eyes widening when it spoke; "They omnitrix ain't yours!"

A small moment of silence ensured, Ben tensing. "Give it up!"

"No way!" He snapped, he and Gwen running across the bleachers and to the exit. They made it just as the figure started to move towards them, Ben frantically pulling on the handles.

Realizing it was locked, he turned away, facing the stranger who had caught up. "Give it to me, now," it threatened, holding out its hands. Ben was still confused at the sudden change of events, the crazy pumps of adrenaline that came with coming back into this "hero work," but there was no way he was giving up his watch again.

"Or what?" He returned. In response, a hand pulled at its face, lifting off the alien disguise and revealing a pink-skinned creature with a mauled face. Beady yellow eyes glared at the cousins.

"That's so creepy," Ben muttered, fingers tightening around the watch in his hands protectively. He considered running, trying for a sudden sprint, but the alien pulled out a blaster and shot at his feet.

"Don't make me use it on you," it warned. Ben only grinned.

"Who's making me?" A familiar shimmer of mana sounded above him, Gwen stepping on magenta platforms made of energy.

"Not fish-face here, that's for sure," she quirked with a similar smirk. The creature fired up a series of blasts in response. Gwen blocked them swiftly, sending a ray of magenta. It was crushed easily by the strong suit the alien wore, but bought them a distraction.

In the alien's moment of confusion, Gwen let forth a large wave of mana, entrapping the offender. She brought the creature forward with a victorious expression, landing next to Ben's cautious form.

"You're getting really good at that stuff," he offered. Gwen shot him a warm smile.

"Thanks," she answered, both turning back to the alien.

"I want some answers now," Ben told it, voice raising. "Or else-"

"Yeah?" It mocked, unimpressed.

"I don't know," he muttered. "I'll over-feed you?"

The creature narrowed its features into a deep scowl. "Do I look like someone to joke with?" It warned. "I'm a newly deputized member of the Plumbers, a intergalactic law enforcement organization." It looked like it wanted to continue, but Ben interrupted.

"Yeah, I know who they are," he informed the alien, fists clenching. The omnitrix dug into his skin. "My Grampa Max used to be a part of them."

A look of realization crossed over the alien's face. "Max... Tennyson?" It looked almost crestfallen. "He was helping me on a case when he went missing."

"We're looking for him," Gwen said.

"Wait. He's your grandfather?" Ben nodded, and the creature's beady eyes widened. "You're the legendary Ben Tennyson?"

"Guess so," he shrugged. He wasn't much of anything now, really.

"I thought you were just some kid who snatched it from the Rustbucket," the alien admitted. "I suppose I owe you an apology," it said. "Maybe if you get me out of this thing, we can find your grandfather together?" Gwen looked skeptical, but he nodded at her. She gently let the alien down to the floor, mana dissipating.

Ben looked sadly down at the omnitrix. It still glowed in the gym's darkness, but not as brightly as before. There was no connection between him and his machine anymore, not like there used to be. It was utterly nonoperational, just a shell, even if Ben didn't want to believe that. It _had_ to work.

"Are you sure?" Gwen asked. He glanced at her before turning back. In a swift motion, he strapped the omnitrix back onto his wrist, fingers shaking.

"I'm sure," he replied, but his voice wavered. The watch clung loosely on his pale skin, held there only by his right hand. There was no spark, no click.

It was gone.

* * *

It was some kind of storage area, Ben supposed. The night was too dark and too cold, making him huddle even further into his jacket. No stars twinkled above them, only the dim lights of passing cars to fill their vision.

He stood over a railing with Gwen and their new acquaintance. He was yet to learn the Plumber's name, but at the moment, there was more pressuring things on his mind.

The omnitrix didn't work. He broke it. Oh God, he _broke_ it. He broke the freaking omnitrix.

That watch was the only thing he had. It was _him_. Taking it off was the dumbest idea in the first place- Ben didn't have a life! He had soccer, and awkward conversations with girls, and that was it. The omnitrix _was_ his life, his real one, who he was supposed to be. And now it didn't work, because he _broke_ it, trying to figure out himself.

Gwen's voice broke him out of his thoughts. "What are we doing here?" Ben almost asked what _he_ was doing here, still hopelessly clutching the faded machine to his arm, but refrained.

"Stakeout," the alien replied. "According to a tip from your grandfather, the Forever Knights, who trade in-"

"Alien technology," Ben snapped, nerves already mangled and torn at. "Yeah, I know." Gwen sent him a look.

"We've run up against them before," she supplied, much kinder. Ben almost huffed, training his eyes on the endless array of cement below them.

The alien continued as if not interrupted. "They're supposed to show up here tonight to receive a shipment of illegal alien tech."

"Who do they get it from?" Gwen wondered, slightly exasperated. The Plumber only shrugged.

"Don't know. Max was going to tell me," he sighed. "But then he disappeared."

The sudden noise of wheels taking against asphalt sounded. The three observed as two large trucks rolled into the lot simultaneously, one red, one white.

Behind them, a smooth green and black car rolled into view. It stopped a small distance away, lights flickering off as the door swung open.

A familiar figure in a long-sleeved black shirt and jeans stepped out, hands resting on the door. Long hair was cut down to his shoulders, black as the paint on his car. Ben had to bite down a gasp, recognizing the face from anywhere.

"That's Kevin!" Gwen whispered behind him. Ben didn't notice he had moved to the very edge of the railing until now, trying to get a closer look.

"You know him?" The Plumber asked, voice rumbling.

"Kevin Levin," Ben stuttered out, but it wasn't from fear. He couldn't really find the strength to say more, eyes looking up and down at his old childhood nemesis.

"He has powers. We used to fight him when we were kids," Gwen said. "He ended up trapped in the Null Void, an extra-dimensional jail." The alien nodded like he understood, most likely having dealt with the prison before.

Ben couldn't rip his gaze from Kevin. "How could he have gotten out?"

The answer didn't come as the subject of the conversation strolled forward towards one of the red truck's occupants, who had stepped out when they were talking. Ben's grip on the omnitrix tightened as a large brown case was passed to Kevin, the exchange being made with straight faces and hard eyes.

Kevin opened up the case, observing the inside. A sudden grin lit up his features, and Ben's heart skipped a few beats. "Money's here," he said cheerfully, looking over to the men that had gathered near the white truck. A few nods were passed on, one man grabbing a large cart and wheeling it down the truck's open ramp. Gwen and the alien spoke behind him, but Ben didn't listen, attention focused on Kevin Levin and whatever latest scheme he had planned out.

The cart stopped in front of Kevin, one of the containers opening up to reveal a sleek white blaster. Kevin grabbed a hold if it, smirk still planted on his features. "As promised, four dozen factory made laser-lances." He continued on to brag about the weapons' features, stalking over to the opposite end of the lot and readying the blaster.

"Is that good?" He asked, activating the laser. A red-hot beam of energy shot out, focusing on a distant car and engulfing the vehicle in a light orange glow. In a matter of seconds, the whole thing exploded, simply a mass of smoke and metal. "You tell me."

The Plumber beside them nearly roared. "Those lancers are level five technology! Planet Earth is only level two!"

Ben flinched at the sudden sound, made by _them_. "Hey, what happened to the whisper?" He asked, but was ignored as the alien walked out of their hiding place. He descended the row of stairs swiftly, holding his own blaster aloof. The cousins quickly followed him, Ben staying a remarkable distance behind.

"Hands above your head, everybody!" The Plumber shouted. Attention immediately focused on the three. "By authority of the Plumbers, you're all busted." Gwen went to stand next to the alien, Ben still trying to hide behind them. Heroic was what it was, really.

The mass of people just stared, before simultaneously taking off their masks. Before he could even remember how he came to name them as such, a hoard of DNAliens stood before them, bathed in blue light that temporarily filled the secluded parking lot. Gwen muttered something behind him, but Ben didn't quite hear, more focused on the aliens rumbling their way towards them.

"Back off," the Plumber commanded, letting loose an arc of burning energy at the monsters. Fire erupted from the asphalt, causing the DNAliens to shriek and shield their eyes, backing away.

Ben shot a grateful look at the alien. "What now?" He asked, omnitrix raised to his chest in a sort of protective manner. The Plumber regarded him with a confused look before replying.

"Stand off." Ben turned to Gwen, who had that same weird expression shot at him. He was being fairly strange, to be honest, he supposed, but the position didn't change.

"Um," he spoke, gaze switching behind them. "I don't think so." He elaborated quickly, moving between the two. "The other guys are behind us."

The others let Ben use them for shelter, looking behind at the row of Forever Knights, who had once been robed figures in the exchange. The three backed up against the flames, which were quickly diminishing.

"We are toast," Gwen muttered, and Ben had to agree. He looked down at the dormant omnitrix, praying that for some miracle it would decide to work. His voice rose above the delighted shrieking of DNAliens and clanking of Forever Knights.

"No, we're not," he said, not fully believing in the sentence. But a little motivation never hurt anyone. He willed the omnitrix to stay put on his wrist with pressure. _ Please work_.

"It's hero time!" Ben slapped down on the watch, palm being met with the cool metal that he had missed so much. Unfortunately, the machine didn't appear to share his sentiments, as no reaction came from it.

"Ben," Gwen urged, her and the alien somewhat subconsciously moving closer around him.

"Watch!" He answered back, voice panicky as he fumbled with the mechanism. It twisted freely, limp on his arm, as their enemies moved forward.

He looked as the fires completely disappeared, letting the DNAliens pass. The Forever Knights marched forward, lances ready. Their Plumber friend waved his blaster at the pending forces that were surrounding them, Gwen raising her hands and calling her mana. "Ben, please," she said, and that broke him a little more.

"I'm trying!" And he was. His fingers pushed the side buttons restlessly, smacking the oversized faceplate. "C'mon," he murmured, urging his machine. "I know you can do it."

The monsters were only getting closer. Ben finally sighed. "I've got nothing," he told them, defeated. They pressed in further, and Ben recognized that he was the "weak link" here with some shame.

"Maybe I do," Gwen conceded, lighting up her palms with energy. She let perfectly curved magenta disks fly, smacking into a small cluster of Forever Knights. The Plumber blasted away at DNAliens, both effectively keeping the enemies at bay.

They somewhat regained their composure, firing blasts at the three. Gwen had to move away from the others, holding up shields of mana. They broke easily, Gwen steadily reapplying them with less and less energy. A sudden DNAlien, larger than the rest, barreled towards Ben and the Plumber. Their alien friend went to blast at it more, leaving Ben exposed.

He tugged anxiously at his watch as the DNAlien evaded the Plumber without effort. It ran straight for him, forcing Ben to flee from the others. He ran farther into the lot, jumping on boxes upon boxes and dodging each attack thrown at him. Leaping behind a stack of crates, Ben pushed them down in the DNAlien, effectively handicapping it.

He ran back to the scene, only to see his allies trapped in oozing yellow goo. He inwardly vomited, heart racing as the remaining enemies took notice of him. Ben almost felt like screaming. He was trapped.

A considerably large DNAlien bounded towards him, bigger than the last. He managed to leap out of the way of attack, but was immediately met by two others. He tried to dodge, but was smacked in the midsection by a large fist, flying back into a pile of crates by the force of it.

Ben's head collided with the edge of a box, bringing tears to his eyes unwillingly. He heard Gwen shout as the three DNAliens pressed in. He managed to roll out of the way as sharp claws went to tear him apart, but the movement was slow. A kick landed on his chest, knocking him over. Ben felt one foot rest on his stomach, keeping him still.

He groaned, making a half-hearted attempt to struggle. The omnitrix felt strange on his arm.

"Please," he murmured, but it wasn't to the DNAliens or Forever Knights. His eyes founded his watch. "Help me."

A sudden click sounded, the strap on his arm tightening and sealing off, as if mending into his skin. A series of beeps followed, and the interface lit up.


	3. While You Were Away

He didn't know he would miss this so much.

The feeling of his DNA changing deep inside of him, molecules morphing to become something they never were, skin and shape shifting into whatever the watch on his wrist commanded them to. It was amazing, and strange, strange that he didn't know how much he had missed it. Didn't know how he had ever begun to hate it.

The name of the new alien was pouring out of Ben's mouth before he could even begin to register it; "Swampfire!"

The aliens hovering over him were blasted immediately with bright orange flames, coming from hands that reminded him of Wildvine. The effect was immediate to the DNAliens, who took off at the sight and touch of fire.

He looked at his body for a moment, observing the plant-like body and flexibility of his limbs. He could feel methane flowing in his veins, see sparks dancing a through his fingers. No pain from the earlier enacted head wound remained, just like they never did before, but he actually felt like no pain could ever reach him.

The omnitrix glowed brightly on his chest, all-knowing.

Swampfire ran over to where his allies were still imprisoned in the strange goo, DNAliens surrounding them. A little flare of anger shot up in him, his mouth forming words that his mind didn't catch as he charged.

He punched away at the coming DNAliens easily, marveling at the Methanosian's apparent super-strength. The rest of the enemy aliens scampered away, screeching.

He began to think it was over when the green truck, long forgotten, flickers to life. Its headlights blared as it made its way over to Swampfire. Feet away, he pried off a nearby pole from the overhead metal bridge, bashing it against the side of the truck. He muttered to himself as it toppled over but was unable to contain the giant grin, strange on Swampfire's face.

Sudden blasts from the Forever Knights caught his attention, cutting straight through his body. A small laugh escaped through his lips (or lack thereof), each fire only tickling him. That stopped, however, when a blast connected to his arm, the appendage coming off with a sickening rip.

"Hey!" He yelled, staring at the limb. Before he could start to panic about what would happen when he morphed back, a thin vine stretched out to the arm, connecting to it's end. It pulled it forward until making contact, plant skin reforming and sealing off the cracks.

Swampfire looked up at the silent Forever Knights, a smile playing across his features. "You guys are in so much trouble," he said, charging forward. Two of them ran away, one being punched into a tower of rubble. The whole thing came down, flinging dust into the air, providing the perfect cover for Kevin Levin to come into.

"Hey Tennyson!" He yelled, standing in front of Swampfire with his fists raised, all flesh and human like he had never really been during their childhood, and half of the thoughts going through his head simply _melted_.

"What do you want?" He bit back viciously, and it was a little _too_ viciously than he intended, but he figured he was entitled to hostility.

Kevin's grin slid off his face. "Let's see," he said. "You trapped me in the Null Void for all those years-"

"You did that to yourself," he interrupted, because it had already taken months to convince himself that he did the right thing and could never save Kevin either way, and this wasn't helping.

"-and you ruined my deal today," he finished, choosing to ignore the previous statement. "I'm thinking I want revenge, and good news is," he paused to bend down, absorbing the cool metal of the knocked down crates. "Since I can absorb anything, I've got more than enough power to take it." He walked forward calmly, grin turning dangerous.

A Kevin who wasn't slave to his own powers? "That's new," he said, running forwards, and would have continued on with some more sarcastic remarks if a fist hadn't connected with Swampfire's abdomen- and gone through.

He looked down quizzically at the Osmosian, now trying to pry his fist free. He finally raised his eyes to meet Swampfire's, worry filing in instead of anger, and a burst of emotions that weren't entirely bad burst in his chest.

It didn't stop him from flinging Kevin into the horizon, of course.

The red truck finished packing up and took off, filled to the brim with Forever Knights, and Swampfire thought about bounding towards them in a last attempt to go through with the mission. The moment was ruined when Kevin regained his composure, lifting a ginormous crate with his own super-strength and throwing it over Swampfire.

Before it could crush him completely, he felt his new alien form take over, sinking under the cement. His body turned less human and more root, forming in the cracks underground. It was a new feeling, but not a bad one.

"That's what happens when you mess with me!" Kevin was shouting, back turned to the reforming Swampfire. Only when he was fully formed did Kevin notice, yelping in shock as the Methanosian punched him square in the jaw. He stumbled back at the force, running to pick up an even larger crate, heaving at the weight.

Swampfire warmed up, quite literally, smiling with a bit of melancholy behind it as flames shot forward at his old enemy. Kevin was blasted back, skidding along his backside, metal film coming off his skin as he lost consciousness.

* * *

Gwen, Swampfire and their alien friend, one who he made a resolution to learn the name of soon, stood over Kevin as he stirred. His eyes instantly found the Methanosian, groaning as they did so.

He only had a smile to offer, disappearing as a flash of green light enveloped him. Then he was Ben, frowning down on his old enemy, blood pumping through his too-human body.

Kevin jumped at that, sitting up, something snapping inside of him as he saw the object of his years of torment standing in front of him without a scratch. He made to punch him but found he couldn't, wrists being trapped in glowing blue hand-cuffs. He tried to break free, only finding it was hopeless.

"Energy cuffs," the alien droned, unimpressed. "You can't escape, or absorb." It was said with a little pride that the Plumber kind of deserved.

Ben held up a single finger at his cousin. "You've still got some of that stuff in your hair," he pointed out helpfully. She raised her hand to brush it off, finding nothing. "Other side," Ben said, and she could only groan as her palm connected with the goo.

"We need to have a talk, tough guy," the Plumber spoke up as Gwen desperately tried to get her hair clean. He went on to say a lot of things that Ben tried to follow but couldn't, zoning in when he finished with," They shouldn't even be on this planet."

"So?" Kevin's eyes narrowed. "How's that my problem?"

Ben took a break from trying to figure out why his watch interface had turned blue upon transformation to speak. "Because while we were fighting, the Forever Knights got away with a crate full of them." He gestured to the truck that wasn't there anymore.

"You set up the deal," the Plumber concluded. "You're going to tell me where they are."

The Osmosian looked down, unyielding. Ben sighed, going forward and resting a hand down on his shoulder. "Kevin," he almost whined. "A lot of people, _innocent_ people, could be hurt."

Kevin stared up at him, eyes going wide as he took in the other teenager. Ben was little transfixed at the feeling of skin under his fingers instead of whatever surfaces he had absorbed from his old aliens. He became painfully aware of the omnitrix resting on Kevin's shoulder along with his hands and moved it away, hastily going back to stand behind the Plumber.

"I'm giving you a chance to help yourself here," the alien continued, because Ben was too busy being distracted by _everything_ and Gwen was too busy giving her cousin weird looks.

"You don't have to convince me," Kevin finally said, grin coming back as he made energy cuffs look comfortable. He stood. "Those guys ran off before I got paid. I'm happy to help find those deadbeats."

Ben had to fight back the grin, even as his omnitrix glowed colors it shouldn't and sparked uneasily on his wrist.

* * *

The night was decidedly too dark, Ben concluded, fidgeting on the soft leather of the passenger seat. Really, he would've gone in the back with the Plumber, but Kevin had shot him a look that sent shivers down his spine when he made those intentions clear, shoving him in the spot directly across the wheel.

He sighed, fiddling with the device on left arm, still trying to get around it's strange color and still too-bulky shape.

"I still think I should drive," their alien friend spoke, voice terse.

"Nobody drives my car but me," Kevin said, sparing a glance in the review mirror and then at Ben, who completely ignored the look.

"You were telling us about the aliens," Gwen said, trying to cut through the tense atmosphere with smooth tones.

"I don't know anything about the ones we saw today. I've never met that kind before," he admitted.

"They're DNAliens," Ben chirped, and at the wide-eyed looks he received he merely shrugged. Kevin chuckled, one hand on the wheel, the other propped up against Ben's seat.

"When did you come up with that name?"

"A while back," he shrugged again. "One of them attacked me in the Rustbucket before, and I thought the name was cool."

Gwen rolled her eyes as the Plumber tried to follow the conversation. "Do they show up in the omnitrix?"

"I have no idea," he replied, holding the machine up. "It's kind of... uncooperative today. I'll tell you when I figure out how to work it better." He let the hand rest in his lap, eyebrows furrowed.

"Maybe when you get your license, shorty," Kevin snickered, and Ben snapped his head to look at him.

"Who won our fight again?" He started. "Oh, that's right, I remember; me!" He stuck out his tongue, even as Kevin's snickers turned into full-out laughter.

"There's been a lot of alien activity on Earth lately," the alien broke in. "Don't know why. Your grandfather thought that the weapons deal would lead to whatever is causing the interference." He looked down. "Now he is missing."

Gwen gave him a reassuring smile, green eyes sparkling with kindness. "Knowing Grampa Max, he's probably in a restaurant enjoying a roasted cockroach salad." She caught Ben's eyes in the review mirror. "It's a wonder that all that weird food didn't kill him."

Ben shuddered suddenly as a pure anger flickered on inside of him. The omnitrix sparked on his arm. "He's not dead! Stop talking about him like he is!"

Kevin jumped at the sudden outburst, the car skidding to a stop on open sand and leaving a tiny part of Ben wondering when they got off the road. "Why're you taking to her like that?" Kevin asked, raising his eyebrows. Ben scowled as his watch flickered repeatedly.

"I can talk to her anyway I-" He cut himself off with wide eyes, anger flooding out quicker than it had entered. "God, Gwen, I'm so sorry," he murmured, hand grasping at the car handle. He wanted to get out, desperately, but Kevin had locked the doors and he didn't have enough energy to yell at him about it.

"What the hell's going on with your watch?" Kevin asked, another spark running up his arm. It didn't hurt, just caused every part of him to tingle as the hairs on the back of his neck stood up. "Nothing," he grit out, and the omnitrix settled back to its blue color.

"I wish Grampa Max was here," he mumbled ashamedly, eyes casting down. "He would know what to do. He always knows what to do."

The Plumber was his slap to reality. "Well, he ain't. _You're_ the one with the omnitrix. You're going to have to figure out how to get things done on your own." Ben nodded quietly, eyes still transfixed on his sneakers.

Kevin gave him a hard look before seemingly deciding that Ben was done with any further outbursts, car gliding back onto the street and into the night.


	4. A Promise Before Death

It was a while until they reached the secret base, with all its tall buildings and unrelenting stone. "We're here," Kevin murmured, almost ominously, as the car came to a stop.

They stared at the high walls in front of them, the structure arranged like a castle's. Ben struck a grin and spoke, anxious to relieve the built-up tension that had formed since his outburst. "Subtle," he offered, receiving glances. "No one would think to look for knights in here."

"You didn't," Kevin mocked, starting to move again. Ben rolled his eyes, shoving the arm against his headrest off. Kevin punched him softly in the arm in return, and he almost retaliated before remembering that this guy was his arch-nemesis.

The tension came back after that.

"How do we get in?" Their alien friend questioned from behind, and Ben chastised himself for _still_ not knowing the Magister's name. Brushing that and the initial awkwardness aside, he turned in his seat.

"Gwen," he smirked, as the car stopped once more. He brightened up slightly when his cousin reciprocated the smile, worry that she held a grudge against him dissipating. He still couldn't fathom why he had gotten so angry at nothing- a side effect from the omnitrix? Stress?

They all got out, Kevin locking the doors behind them. He seemed to have taken them to the main entrance, a large stone gate surrounded by a deep-running moat. The bridge was cut off, end pausing before the drop.

Gwen beckoned the others to move, raising her palms that were shielded with slim disks of mana. They seemed to thicken slightly as she yelled, thrusting her hands out along with a strong coil of magenta. It pulled against the drawbridge, tugging down the contraption.

She looked behind at all of them before taking the lead, the rest following into the darkness behind doors. He spared a look at his watch as they walked in, the sharp blue glow of the interface offering some light. His concern spiked up a little but he pushed it down, deciding to take some solace in the fact that the machine hadn't started sparking again. He could do that, be optimistic.

Their feet rang out against cold floors, echoing in the empty hallways. Gwen lit up her hands with mana, giving the space and its occupants more light. They all huddled a bit closer, observing the silhouettes of statues.

"There's no one here," Gwen finally said, breaking the silence. "You sure this is the right place?"

"There's a hidden door," Kevin assured them. "Keep looking."

Ben snuck a suspicious look at the Osmosian, which only grew as he went off to a shelf in the corner. It was lined with precious jewelry, which Kevin began placing in the pockets of his worn jeans.

Ben crossed his arms and fixed the other with a glare. "Maybe you should've brought a shopping cart," he mused. Kevin only offered a helpless shrug. He huffed, grabbing the necklace out of prying hands and walking over to a large statue in the center of the room.

He stopped a little ways before it, looking at the steel and trying to spot any concealed buttons or switches. "I don't like the looks of this," he muttered to himself. It depicted shining knights fighting in impressive poses, complete with medieval weapons. Ben backed up from it suddenly, looking to the other parts of the room and finding similar statues.

His back pressed against a suit behind him, causing the whole thing fall to the ground. The noise echoed through the entire area, making him jump a few feet in the air. He clutched the omnitrix, which had flared up at his panic, trying to will the bright light to fade.

"Dude," Kevin spoke up, voice irritated. "What're you doing?" Ben looked guiltily down at the mess.

"Sorry," he mumbled. "Guess I'm just a little..." He trailed off at their shocked looks, all eyes trained behind him. The hairs on his neck stood up and his body stiffened, turning his head sharply around to face the large pair of glowing orange eyes.

* * *

It was a freaking dragon.

Ben stumbled away after the others, trying to put some distance between him and the growling, sharply toothed mouth. It ruffled its leathery wings as it roared, horned head diving towards them.

The dodged its bites and ran out into the halls, hoping the rooms were too small for it to follow. Ben brought up the rear, checking behind them and holding the omnitrix to his chest.

They were met by a cluster of Forever Knights, armor clanking against the floors. "Stop right there!" One of them yelled, taking the front and making his point with a large blade. "Hands above your head!"

"Make me," Kevin snickered, absorbing the hard stone from the walls. Ben watched in wonder as he lifted up the tiled floors, dropping them back down roughly and knocking the enemy over. The first flank went down with groans, but another pulled up with their new lancers.

Blasts of red hot energy barreled towards them, a wall of mana blocking them off just in time. It began cracking as they watched, Gwen struggling to keep the shield up. The Magister started firing blasts of his own, but they all knew it wouldn't hold for long.

"Got anything, Tennyson?" Kevin asked him, apparently hosting the same thoughts. Ben moved to the omnitrix, pressing all the buttons he could find and smacking the interface. Nothing worked, and he was about to say as much when a roar came from behind.

The dragon burst from the doors, teeth bared. It still struggled to break free fully, sharpened horns bobbing. Ben pounded anxiously on his watch.

"Y'know when I used to call you dumb?" He mumbled, sheepish. "I didn't _really_ mean that." It didn't shift, the blue glow insult to injury. "And, um, when I took you off? That was a mistake. Obviously. So, yeah," he shrugged, trying to avoid Kevin's amused expression. "Maybe you could save us now?"

Gwen shot him a look, strengthening her mana shield simultaneously but not by much. The Magister's blasts became more frequent, stopping a few knights in their pursuit. He began tapping anxiously on his watch's interface, eyes on the dragon that was slowly breaking free.

"Okay, okay," he amended. "It was a huge mistake. Biggest mistake of my life. Even worse than, uh, the ball of yarn in Washington, or when I let Kevin absorb you." The Osmosian in questioned snorted, readying his fists in the dragon's direction. "Remember that? It ended all good though, right? It would kinda be a shame to die now. Right?"

The walls gave in, the beast breaking through into the room with a roar. Ben sighed defeatedly, panic growing. "Please?" He tried once more, shuffling behind Kevin as the dragon started to make it's way towards them. It was slow, but that wouldn't make much of a difference.

Kevin prepared to run after it when the omnitrix gave a whir. The two looked as it was incased in a green glow, feeling tighter on his skin. When the glow faded, it had transformed, tones white with the sleek green design, much smaller and less clunky on his wrist.

The green interface blinked up at him, the strap tighter than it ever had been, and Ben got the unspoken message; _you're not taking me off again_. He glanced up at Kevin, who wore an equally shocked expression.

"Okay," he told his watch, activating the new interface. A hologram sprung up, unfamiliar but cool all the same. "Surprise me," he grinned, smacking down on the plate.

His world turned green, the sounds of battle fading into a light fuzz. His body became smaller, chest compacting, skin smoothing over and becoming something inhuman. It was gone before it came, and he was already running towards the dragon when the omnitrix offered up his new alien's name.

"_Echo-Echo_," he spoke, lips unmoving, voice reverberating in his throat. His machine revealed to him the Sonorosian's abilities, his body splitting into other duplicates. They echoed the name, high-pitched voices exclaiming his title as they jumped onto the beast.

It tried to shake him off but he held on, control flitting over to all his forms simultaneously unlike ever before. It was nothing compared to Ditto, where all of his duplicates had their own minds. No- he controlled ever single one of them.

He tightened his grip, climbing on the beast's head or clinging on to the rough scales near its neck. He felt himself go into its mouth and in its ears, proclaiming "_got you_" over and over into the sensitive eardrums. The whole thing collapsed on its back, shaking the whole building as more adrenaline pumped into him.

Echo-Echo's hearing picked up on the ongoing fight, toning into the clashing of steel and blaring of mana. He distinctly heard a voice call out, but his mind couldn't comprehend it or even try to grasp at something more, as if it was spread too thin. He instead opted split even more and torture his catch, screeching victorious words in its ears. He only stopped at the sound of a broken lancer going off, feeling for his friends' energy waves. When he confirmed nobody had died on his side he continued, laughing merrily.

After a while it seemed to come to its senses, flinging off the mini Sonorosians. They screeched as they were flung to the walls, the remaining trying to find a grip on its scaly tail. "_Hey_!" He yelled, head aching as he slammed into the floor.

It went to his friends, a deep growl filling the room. The others readied themselves, but Echo-Echo could tell he need to do something fast. The omnitrix offered an idea and he took it, unhinging his jaw and letting the built up sonic waves loose.

It was almost like a scream, becoming louder with more force. He felt around for his duplicates, willing them to copy. They formed a wall around the beast, piercing its ears and covering over its howls. The dragon's neck started to spark, the neck splitting and revealing the technology he had sensed before. It collapsed into a heap, the screeching coming to a sudden halt.

He felt himself go back into one, almost stumbling over as his thoughts came pouring back and he could fully function again. He registered Kevin's footsteps, and raised his head to look up at the Osmosian.

"You could warn somebody when you're about to do that," he chided, voice raised higher than it needed to be. The Forever Knights were splayed all around the room, but Echo-Echo could sense none were dead.

"Seriously," Gwen said, heels coming up behind him. "I've got earbuds in my purse." He felt the omnitrix spark angrily against his chest, and his mind went to calm it down, part of him musing how the machine seemed to be growing steadily more sentient with each passing second.

"_Sorry_," he chirped, and the spark came again before dying down. It didn't go unnoticed by either one of them, but a voice broke away any concerned questions Gwen could pop.

"That's all," the Magister said, gesturing to the heap of gathered laser-lancers. "If you wouldn't mind," requested, and Echo-Echo offered a small nodded before readying himself. He felt Gwen and Kevin cover their ears as he blasted away the lancers, eyes shining gleefully as they exploded in a batch of white light.

They all watched the ash pile in slight awe before Echo-Echo's senses picked up. He felt the alien's life force waver slightly, and glanced at him, hearing the sounds of water dripping before anyone else.

"_Hey, are you_," he paused unnecessarily, voice rough around the edges. "_Okay? Your suit_-" He stopped mid-sentence to transform, reverting back into a human. "Is leaking."

The alien- _Magister Labrid_, the omnitrix supplied- looked down to his suit, where a crack had formed. The substance spilled from the seam, and when a gloved hand reached out to it, smoke arose from the fingers. "That's no water," he mumbled, falling over. Ben barely caught him, lying the Magister down gently with wide eyes.

"You alright, man?" Kevin asked, Ben's hands falling on the Magister's shoulders. The omnitrix beeped unhappily, light increasing.

"Ben, listen to me," Labrid urged, swiftly interrupted by Kevin.

"I've got a tire-patch kit in the car," he offered, but somehow Ben knew that the alien wouldn't last that long. "Maybe we could-"

He was stopped by a blast of green coming from the omnitrix, incasing Labrid momentarily. He recognized it as a life scan, the results being fed right to Ben's mind. "You're dying," he murmured, not able to comprehend how he knew exactly, and not trying to.

Labrid avoided Ben's gaze, addressing Kevin momentarily. "There's nothing that can do," he said, tone even. Gwen stepped forward, eyes brimming, and he knew she could sense it, could feel the alien's life dissipating in ways he couldn't.

"Let us help you," she said, and Kevin nodded. Ben only kept his gaze at Labrid, waiting.

"You want to help me?" He said, and it wasn't a question. "Then finish the job. You have to find out where the level five tech is coming from." An internal timer started in his head, and Ben winced, knowing that this was his watch counting down the seconds the Magister had to live.

He looked straight into those narrowed, yellow eyes. "I will," he promised.

Ben could almost imagine a smile gracing the alien's lips. "That's just the tip of the iceberg, kid," he murmured, face shrinking into itself. "You're grandfather was on the trail of something big. An alien conspiracy, with Earth caught in the middle." He groaned, shifting his weight, Ben's hands still on the rough material of his suit. "He was working up a cover," he continued. "If you crack this case, maybe you can find Max and save your planet."

Ben's hands shook, shaking his head lightly as the numbers continued counting down. "I can't do it without Grampa," he insisted, green eyes wide. He let his hands fall. "I don't know how," he admitted, looking down.

He only raised his gaze when Labrid stretched out his fingers to touch Ben's shoulder, tone gruff. "You," and he gasped in pain, before stubbornly continuing. "You are Ben Tennyson." He let that sink in. "You can do anything," the Magister swore, and meant every word.

He could only stare as the alien gave a shudder, smoke filling up the helmet. The countdown reached its end and ceased, body going limp. His watch beeped again, glow fading like Magister Labrid's life.

Ben backed up uncertainly, feeling his back against a rough chest and knowing it was Kevin. He felt numb, letting himself lean into the contact, and while the Osmosian didn't embrace the touch he didn't pull away. They stayed like that for a moment, watching as Gwen brushed a few flakes of dust off the deceased alien's helmet, quiet.

He finally sat up, voice coming back in his throat. "I'm going to need help," Ben said, shifting so he could catch both Kevin and Gwen in his eyes.

"You know I'm here for you," Gwen said, and he nodded gratefully before fixing his gaze on the Osmosian.

"Kevin," he started feebly. "There's no money in this, but-" he was cut short by the man in question reaching out to the Plumber's badge strapped to Labrid's waist. He pulled it off, staring at the hourglass symbol.

"I'm in," he told Ben, eventually looking up to meet his face, expression confident, and he couldn't help but offer a smile back.

And like that, they gave a last look to Magister Labrid before standing, going to carry out his dying wish.

* * *

_Check out my _**Bio**_ for any news on this story and my others, including update times (not set dates), expectations to reach for next chapters, and any thanks to you humans for viewing/favoriting/following/reviewing this story. _


	5. Deeper And Deeper We Fall

The night was cold and silent, stars dotting its endless canvas in small clusters. The car was quiet, too, the only sound being Kevin's incessant tapping on the wheel.

His new watch was uncomfortable on his skin, clinging onto flesh, so he opted to ignore it completely. Ben's green eyes were going between staring at his cousin outside, levitating on pure air, to small glances of the boy beside him. It was partly out of caution, and partly from emotions he couldn't make out- and didn't feel like trying to.

He rolled down the window, slowly, while Kevin just stared boringly at the spotless windshield. "Are you sure this is going to work?" He yelled at Gwen's form, voice cutting through the slightly tense atmosphere.

"No," she said back, tones uncertain. "I've never done this before." One of the Forever Knight's lances was spinning rapidly on its own before her outstretched hands, mana reaching out.

His watch had been keeping to itself since Labrid's death, but he felt it come back to life, almost as if a switch was flipped. In the back of his mind, he could feel it calculating the percentage of Gwen's magic working, numbers wavering up and down spastically, and he mused how the omnitrix had never been this rawly _alive_ before now. It was unsettling, at the very least, and he tried to push the numbers away, failing.

He huffed, crossing his arms, promptly ignoring the look Kevin shot at him. Now, however, wasn't the time to sulk about his watch's newest developments; not with Max missing, with their friend dead, with his childhood arch-nemesis right across from him-

Ben felt the numbers dip down drastically and fade, percentage at zero. He frowned, and Gwen gave out a huff of frustration on her own, the lancer turning faster.

"I thought I destroyed all of those things," he muttered, finding no better way to beat back the silence. The Osmosian grinned sheepishly beside him.

"I saved one of them as a keepsake," he replied, and Ben sent him a glare. "Lucky, huh?" He continued, not letting the smile drop.

He was about to say something, interrupted by the loud _pang_ of metal hitting rocks. Gwen dropped from her meditative position, coming over to Ben's window.

"It's not working," she explained, and the omnitrix confirmed with a loud beep that yes, indeed, it wouldn't. Gwen narrowed her eyes at his wrist.

"What's wrong with the omnitrix?" She asked. "I mean, aside from the make-over, it's been pretty strange."

"No idea," he mumbled, but his mind was semi-preoccupied. It beeped again, somewhat angrily, and he picked up on the message. "Can you hand me the gun-thingy?"

She shrugged, picking it up and making to give it to him. He shook his head, motioning for her to hold it clearly, and a ray of green light followed. It traveled the length of the machine, stopping after a few scans and starting to lightly whir. He could feel it searching out on its own, cross-referencing the time of release and design of the lancers for any trademarks that could give away its owners, along with any extra-terrestrial dealers who work with the materials used and narrowing it down to any in the area.

It buzzed softly at success, vibrating through his skin, and he switched places with Gwen. The other two stared at him confusedly, to which he replied with a wave and instructions to follow.

"I'll follow you anywhere," Kevin teased, and Ben just rolled his eyes and started walking down the even pavement. A while away, it told him to make a sharp turn, and he went over the harsh landscape despite Kevin's protests for his car.

It took about half and hour to get there, parking the car to the side of what looked like a small military camp. They ducked behind large crates at the sign of a guard, Ben sending down a small thanks to his watch.

"This is it," he muttered to Gwen, who gave him a confused look. "Down that mine shaft."

"And how do you know?" He held up the watch. She raised her eyebrows. "That's why you scanned it?"

"Yeah," he said, looking down at the device curiously. It had gone silent once more, and he was slightly grateful for that. He didn't really enjoy feeling like a search engine.

"Why didn't you do it sooner?" Gwen asked, and he looked away from his arm.

"I didn't know I could." He was about to elaborate, but the muffled shout of someone ahead, likely the guard, broke the conversation. With a pang of horror, he realized Kevin wasn't with them.

His suspicions were confirmed when he looked up, seeing the guard's form sprawled out on the ground before the Osmosian. They both ran to the scene with equal looks of shock.

The omnitrix quickly scanned the man, confirming that he was dead. Gwen tensed while Ben just started to back away nervously, not looking either of them in the eye.

"You hit him too hard!" She yelled, mana glowing in her palms. She moved to fling a magenta disk at Kevin when a green light blinded her.

Gwen shot a murderous look a her cousin, who only shrugged. The omnitrix scanned the deceased guard again, feeding the information to its host this time, and Ben's eyes grew wide.

"It's not human," he said. At Gwen's furious look, he elaborated. "DNAlien."

The omnitrix gave him a name that he couldn't pronounce, so he brushed it off, looking as Kevin pulled of the mask on its face. The body shimmered and morphed, becoming the alien creature.

"It's like the mask that the aliens at the station wore," Gwen said, giving Kevin an apologetic glance. The inner-mechanics of the mask passed through his mind briefly, and he tried to ignore the feeling.

"We're getting warmer," he reminded them, sliding the white and yellow crossing-pole back so that they could pass. Kevin pushed a button on the panel at the wall, and they descended into darkness.

* * *

"Not much to see down here," the Osmosian murmured, shadows of machines flitting through their vision at every floor they passed. The only light came from the omnitrix, bright and green, but it was barely enough to glimpse one another's faces.

As if reading his thoughts (_and it probably was,_ Ben mused) the glow intensified to a large degree to fill the whole elevator. They rolled down the last floor, the sight bathed in its own pools of light, and he heard Gwen gasp to his right.

A large structure, almost resembling a human rocket ship, functioned as the centerpiece of the huge room. DNAliens went back and forth, manning various panels and big wheeled carts. Ben noted the small drop in temperature, only noticing through the device on his arm that was already calculating the size and mass of the structure.

It was only when they had moved forward to a crouch in front of the ship, luckily unnoticed, that they spoke. "Big," Kevin said unnecessarily, and Ben scowled.

"It's the mothership," Ben told them, voicing the information that was steadily being given to him. It was unsettling, but he wasn't going to turn down any advice at the moment. "Don't you realize? Grampa Max _has_ to be in there!"

Gwen, as always, was the voice of reason. "But how do we get in?"

The omnitrix was still in the process of scanning for any other human life forms, on his request, and almost started calculating any escape routes that could be used to their advantage before he stopped it. Ben already had a plan, and held up the ID mask with a grin.

Gwen's eyes widened while Kevin looked impressed, and Ben mentally memorized his expression before slipping it on. He already knew the mechanics of the device- the trick was getting the right image.

Sure enough, he felt himself shift. It wasn't like transforming, as he could still feel his body, but more like putting on a consume. He flexed his unusually long and pointed fingers, feeling much taller than a few seconds ago.

"How do I look?" He questioned, almost wishing he hadn't spoken when Kevin smirked.

"About the same," Kevin replied. Ben tilted his head, and he eventually relented. "Well, I guess the other one was cuter."

Before he could make much sense of that, Gwen came rolling up to them on a metal cart. They both turned to her, Ben slightly abashed that he didn't notice the absence. She raised her eyebrows slightly. "Well," she admonished. "Get in!"

"Um, why?" Kevin asked. He was met with a glare, so he quickly clambered inside, Gwen following. Ben rolled them over to the ramp, struggling with the weight, and was relieved when the floor evened-out on top.

He chirped positive greetings at the passing aliens, despite the omnitrix's warnings, resisting the urge to whistle. As they reached the end, the watch reported the rapidly dropping temperature, still searching for any human life.

"End of the line!" He declared, stopping the cart and holding it steady for the other two to get out. They did so, shivering and rubbing their arms, and Ben was slightly amused.

"It's freezing in here," Kevin grumbled. Ben didn't feel it, but knew it to be true.

"It's because the DNAliens prefer cold habitats," he explained. "So they keep the temperature as low as possible."

"That doesn't make me feel any warmer," Kevin shot back, and Ben only sighed.

"Don't be such a baby," Gwen admonished, turning to her cousin. "What next?"

He pulled off the mask, feeling the disguise shift. He didn't know what he was expecting, unreasonably bracing himself for the cold, but it never came. It didn't feel even moderately cold, despite the facts that said it really should have, and he was about to say something about it when the watch beeped. The search for Max Tennyson came at a negative, and he frowned.

"That can't be right," he said to the machine. It buzzed against his wrist, almost sympathetically, before continuing to monitor the base. He turned to face Gwen's concerned look.

"Can you find where Grampa Max is?" He asked, unwilling to give up. She relented, eyes glowing pink for a few seconds.

They turned back to green, looking sad. "I'm sorry, Ben," she said apologetically. "He was here, maybe a couple of weeks ago, but he's not here now."

Ben's fists clenched, but he willed himself to calm down as the omnitrix sparked uneasily. "What now?" Kevin spoke behind them. "I'm guessing we go home now, right?"

"Wrong," Ben answered. His words weren't angry, just kind of resigned, and they both looked over. He sighed, starting his speech. "When I was little, Grampa Max taught me to ride my bike." Memories slid into his mind reassuringly, and he inwardly smiled. "He ran alongside me, holding me up while I pedaled. By the time I realized he had let go, I had already been riding by myself for a long time."

He smiled for real then, eyes softening, and Gwen reciprocated it kindly. He let out a heavy sigh, before turning, shoulders set. "Training wheels off, guys," he called after them. "Let's finish the mission."


	6. The Sky Is Closer Than It Was Before

The room was spacious and dark, colder than the halls leading up to it. A giant cylinder tank served as the centerpiece, holding gallons of blood and abnormally large blood cells.

Ben felt the omnitrix scan the nearby area, but for what, he wasn't sure. Kevin absorbed the metal walls, punching his way through one of the sealed off doors.

"Weapons room," Gwen told them, all looking at the long rows of alien tech.

"Yup," Kevin agreed, both watching as she destroyed all the room's contents. Hunks of metal rained down in the empty corridor, the noise ringing through the silence.

"That was really loud," Ben finally said, suddenly feeling nervous. He felt the numbers calculating their chances of getting out unnoticed waver.

"No big deal," Kevin reassured. "We'll be outta here before they-" He was interrupted by a large screech from Ben's wrist, and the percentage in their favor dropped immediately. They turned to face the gathering DNAliens, all snarling viciously.

"Yeah, okay," Ben murmured, one of the creatures choking out a ball of goo. It slammed into Gwen's thrown-up shield of mana, bouncing off. The magenta plane expanded as similar attacks came, along with more of the aliens.

His hands fumbled uncertainly with his watch for a small moment until activation, the green light that followed blinding. Ben's chest expanded and his head felt heavier, limbs growing and skin hardening. When the light dimmed, he was twelve feet tall, teeth sharp and eyes beady.

"Humungousaur!" He shouted, voice much too heavy and rumbling in his throat. The Vaxasaurian grinned at the name forced out of his mouth, zeroing in on the DNAliens like a predator to prey. He shot out a quirky remark before jumping over his friends, landing into the cluster of enemies. The Vaxasaurian scared a majority of them off with a roar, feeling pure strength coarse through his bones along with a dose of adrenaline.

"Save some for me!" Kevin called out, but he didn't pay attention to the rest that followed, the Osmosian's words too small compared to the thrill that he felt. He pounded into numerous creatures, growing stronger at each blow. Humungousaur didn't stop until knocked down, wrist becoming trapped under a shot of slime. He pried his hand free with little trouble, pulling much of the floor up with him, and the roar that followed made the room tremble.

They continued like that for a while, the ground littered with defeated aliens before long. He had to hold back the still-going adrenaline, chest heaving and breath rough.

"We got 'em all!" Kevin exclaimed, voice full of pride. The symbol on his chest hummed, scanning further.

"Not exactly," Humungousaur told them. "There's hundreds more in the base."

He felt that Gwen wanted to ask how he knew that, and was glad when she didn't. "Well, we destroyed the weapons," she reasoned. "Why not just leave?"

"Good call," the Vaxasaurian answered, the omnitrix highlighting several ways out. He was on the verge of directing them towards one when a thin figure made its way in his vision, catching sight of a life form gone unnoticed until now.

It was tall, skin tight against bones and colored white, some sections freckled with purple. Red slits were carved into the strong chest, talon-like hands sharp and long.

"What are you intruders doing on my ship?" It questioned, English rough and tones dangerous. When they only stared, it continued. "I do not repeat myself to lower life forms," it growled out. "What are you doing on my ship?"

Kevin was the first to respond, albeit with a sarcastic remark. "Did he just call me a lower life form?" He asked Humungousaur, eyebrows raised.

"I'm pretty sure he did," he replied, studying the figure in front of him, trying to uncover how it was somehow able to evade the omnitrix.

"And while he may have a point," Gwen murmured, tense. "It's not nice to say so." The creature seemed to grow impatient at that, shoulders straightening.

"You vermin dare mock a Highbreed commander?" It screeched, and he felt the watch catalogue the title. Humungousaur smirked as the reply rolled out of his mouth.

"I'd mock anyone who uses the word mock," he quipped, watching as Kevin sprinted forward. His metal coated fists never reached the alien, body being thrown into the opposite wall. Gwen screamed his name as the Highbreed went to finish off the Osmosian, pulling up a coil of mana and entangling the enemy. The Highbreed simply used it to fling her into the adjoining wall, growling.

Kevin trembled slightly as he stood, heading over to the Anodite, eyes never leaving Humungousaur. The Vaxasaurian ran to protect the other two, stance tense.

"You guys go!" He ordered, tail straight and fists clenched. "I'll cover you; get outside!"

"I'm not leaving you to fight that thing for yourself," Gwen insisted, voice breathy and strained.

"No time to argue," he shot out. His and Kevin's eyes met briefly in a quiet understanding. "Kevin, get her out of here!"

"You heard the man," Kevin answered, grabbing her around the waist, though he didn't look happy about it. He struggled to drag her to the exit, keeping Humungousaur in his sight until the Osmosian couldn't.

The Highbreed took that moment to break free, crimson pupils narrowing. "Maggot!" It called, making him turn. "You would dare to face me alone?" He grunted in response, slamming into the commander, only to get flung into cold metal walls in retaliation.

The omnitrix rapidly began flashing escape routes in his mind, but the thoughts running through were jumbled and dazed. He didn't pay attention to the other string of insults thrown his way, getting up and bounding towards the exit. He was grabbed by his tail, getting smacked across the room repeatedly.

It screeched at him as he was brought closer and closer to submission, insistent whining echoing in his head. He growled when it lifted him from the floor by his neck, talons choking the Vaxasaurian.

The omnitrix symbol beeped on his chest, green sparks running up his body and tingling at the enemy's claws. The Highbreed yelped as it retracted the appendage, skin smoking slightly. In a sudden flurry of anger it reached for him once more, throwing him off the balcony.

"Get off my ship!" It yelled as he tumbled into nothingness, a bolt of mana grabbing Humungousaur just in time. It hoisted him back to the ground with a crash, and he couldn't do much more than groan when it was over.

He felt calloused fingers on his neck, presumably checking for a pulse, and he didn't have the energy nor motive to tell Kevin to move. Humungousaur peeked open a single pupil, staring at the Osmosian, who actually almost seemed concerned.

"You really showed him, huh?" He snarked, and the Vaxasaurian only gave him a glare. He shakily stood, head spinning, voice wobbly.

"He's going to destroy the town," he told them, mentally recounting parts of the Highbreed's rant.

"How?" Gwen questioned, tone worried.

"I don't know," Humungousaur answered, and the omnitrix didn't provide him with any other information, leaving some of his mind to dwell with the scene back at the ship. "But he _will_ destroy it unless I stop him."

The ship took that moment to start up, steam rising and screens going red. Smoke and fire bombarded the three and Humungousaur seemingly instinctively covered the others, despite the shield of magenta Gwen put up. The mothership launched into the air, the shield smashing when he felt himself grow.

"You've got yourself a big problem," Humungousaur called as he hurried, sprinting towards the machine. His large hands clamped onto the ends, the Vaxasaurian being brought up through the ground along with the ship.

The wind bit at his scaly body as he climbed, trying to reach the top. The Vaxasaurian and the ship alike flew through wisps of clouds, reaching higher and higher into the sky.

Humungousaur watched as the flare died down, being replaced by a large laser. The white-hot beam flickered to life, shooting down at the parking lot below. He started pounding into the machinery as it made its way towards the hospital, pulling out wires and bracing through the sparks.

The beam died seconds before reaching the building, but he didn't bask in the joy as his grip slackened. Humungousaur slipped, barely managing to cling to the last few inches of metal before falling. The world became a blur to his vision, hands trying desperately to grasp at what wasn't there.


	7. I Will Find You

He crashed into the ground, dust and rocks rising up into the air, a crater being made by his actions. The omnitrix timed out as he laid on the ground, Humungousaur's tough skin protecting him from most of the damage.

Ben's green irises peeked out behind his eyelids, a groan escaping his lips. "Not fun," he mumbled, body feeling sore.

Kevin was the first one to come, quickly being tailed by Gwen. The ship had fallen a little ways away from here, causing a small fire from the wreckage.

Their eyes meet, Kevin kneeling down to where Ben sat and observing the wound on his leg. "How'd you find me?" Ben asked, glancing at his cousin.

"Looked for the trench you dug with your face," Kevin told him, tearing off a piece of Ben's tattered jeans and wrapping it around the ugly bruise. He helped Ben up, steadying him until he could stand.

"You okay?" Gwen asked, looking closely at her cousin, voice soft.

"Humungousaur skinned his knee," he told her, disbelievingly. "And it was still skinned when I turned back." He glanced down at his leg, not completely coming to terms at how he was retaining his wounds.

"What do we do now?" Gwen questioned, not knowing what to say. Ben sighed.

"We keep looking for Grampa Max," he decided, tone heavy. "Guess the best way to do that is to solve the case he was working on."

Gwen smiled reassuringly. "Easy as pie," she told them. Looking at each of the boys, she continued. "Anyone know how to make a pie?"

The sun was starting to untangle itself from the rocky horizon, causing light to soften the edges of his face. "Listen," he started, looking up to meet Kevin's face. "We've had a lot of problems in the past," he spoke, uncertainly. "But I just wanted to say thanks." The hand that went out was without omnitrix, wavering but still there. "We wouldn't have made it without you."

Something in Kevin's expression changed. "You still won't make it without me," he told them, leaving the hand to drop. Ben's features twisted in doubt.

"Are you saying you want to keep helping us?" He asked, raising an eyebrow.

"I'm sayin' I made someone a promise," he clarified. "And I'm seeing this through 'till the end."

Ben quirked his lips into a smirk. "Then you can shake hands, right?" He held it up again, this time with the watch, putting out all or nothing.

Kevin scowled at Ben, who's smile only widened. And after a while, Kevin reciprocated the look, taking Ben's hand.

"It's hero time," Ben said, letting the moment drag on into the early stages of dawn.

* * *

The car glided across the paved roads, wheels sliding against all the cracks effortlessly. Ben fidgeted in the shotgun, absent-mindedly tugging at the omnitrix.

"Can't this thing go any faster?" He asked, glancing over at Kevin beside him. The Osmosian looked tired and Gwen was nodding off in the back, Ben unable to understand it. He hadn't been able to sleep for more than an hour since getting the omnitrix, unable to relax.

"Yes," Kevin said, and Ben began to worry when numbers started to form in his head, calculating the percentage of Kevin staying awake at the wheel.

"Well," he pressed, not liking the odds. "Why aren't we?" Judging by Gwen's brain activity she had drifted off, car engine rumbling faintly in the silence.

"It's the speed limit," Kevin smirked, Ben rolling his eyes. "Fast as we're going tonight."

"But you said-"

"I said _could_," Kevin interrupted. "Not _would_." Ben scowled, huffing.

"My mom's going to kill me if I'm late again," he whined, tapping his foot anxiously. He sensed Gwen jerk awake in the back, and sighed again.

Something changed in Kevin. "If you're grounded, then it's just me and Gwen," he told Ben, smirking, but Ben felt the car speed up. "Tough break."

"Do you really think I would go with you if Ben wasn't here?" Gwen said, interrupting any sarcastic response he could have made.

"Yeah," Kevin told her, glancing in the review mirror. "I've got roguish charm."

Ben snorted, then started full-out laughing, but Kevin didn't look too upset. He only stopped at the start of a phone, shrilly beeping filtering through the noise.

"Phone call for Mr 'Roguish Charm,'" Gwen snickered, and Ben started up again.

"I don't have a phone," Kevin told her, glancing at Ben through the corner of his eye. "I think it's coming from my jacket. Could you get that?"

Ben shrugged, putting his hand through the first pocket he saw, leaning closer to the driver's seat to pry it out. The noise came from a small circular disk, displaying the symbol of the Plumbers.

"Woah," Ben said, staring at the object. "It's your Plumbers badge." He hesitantly poked it. "What's it doing?"

Kevin looked down at him, eyebrows raised, not replying. Ben tilted his head at the expression, cheeks suddenly reddening when he realized he hadn't moved. He quickly left the space between their seats, bringing the badge with him and ignoring Kevin's smirk.

The object saved him from further embarrassment, bright green hologram flickering to life. "Looks like some kind of map," he told them. "Maybe it shows us other Plumbers badges?"

"Why's it flashing?" Gwen question, looking at the hologram closely. Ben's hopes raised at his realization.

"It's gotta be a message from Grampa Max!" He told them, voice excited. "He's telling us where he is!"

"You think?" Gwen asked, sharing the same optimism. Kevin grinned next to him, speeding up the car.

"That's worth breaking down traffic laws for," he said, the car racing across the empty streets. They slid evenly through a abrupt turn, following the white dot on the map.

It lead them to a shabby building in the middle of nowhere, grass as high to their knees and crickets chirping in the night.

"Grampa Max is here?" Gwen asked, crossing her arms. The watch wasn't confirming the theory, searching for signs of life nearby and keeping the results, so he stayed silent.

"The blinking dot is here," Kevin corrected. "We'll just have to see what's inside."

"Let's go, then," Ben told them, nearly bouncing on the balls of his feet. Kevin held up a hand.

"Lemme dump the jacket first," he said. "It must be, like, ninety degrees out here."

"Ninety-two, actually," he told the Osmosian, only shrugging when Kevin gave him a weird look. He followed Kevin back to his car a few feet away, snickering. "That's what you get when you try to look cool all the time."

Kevin gave him a smirk. "And is it working?" Ben rolled his eyes.

"Shouldn't you ask Gwen yourself?" He said, watching as Kevin slammed the car door behind him.

"Who said it was for Gwen?" He didn't time to decipher what the other meant by that, his cousin calling them from the side of the building. They went over, standing behind the redhead.

"What do you make of this?" It was a large hole in the side of the wall, easily big enough to fit a person. He asked what his watch thought of the forced escape route, but got only silence in reply.

"Nothing," he said glumly. Gwen looked at him over her shoulder.

"Okay," she decided, stepping forward on a plate of mana. "We'd better check it out." She walked through, Kevin following, even going as far as to offer Ben a hand. He stuck his tongue out, pulling himself up, hearing Kevin chuckle amusingly as they went in.

It was a shabby outside as it was in, atmosphere dark and quiet, a familiar beeping resonating near the entrance. He heard Gwen call out, and only shook his head when his watch clarified his suspicions.

"There's nobody else in here," he told the other two, striding forward and claiming the blinking Plumber's badge on the table. "At least we found what we were tracking."

"Think it belongs to Grampa Max?" Gwen asked, frowning. He shrugged.

"If it does, he's out there somewhere, looking for whatever made that hole." He straightened up, suddenly, eyes going wide.

"Ben?" Gwen asked, concerned. He shook himself out of it, running towards the opening.

"Come on," he called, hearing them follow. "There's somebody nearby."

* * *

_I realize that I may have transitioned from the two episodes rather roughly, and I apologize- but hey, if I didn't, this chapter probably would have been a few hundred words. So, yay!_

_Thanks for all the lovely reviews, and as always, check out my _**Bio**_ for news. Have a nice weekend._


	8. We Have More Hope Together

"I didn't mean to!" He insisted, flame engulfed hand reaching out tentatively towards the unconscious man. "Are you alright?" Molten lava trailed across skin made of stone, fire raging around his head like a halo.

His fingers almost touched the man until a wall of mana blocked the contact, causing the Pyronite to stumble back. He turned around as the barrier fell, seeing the three teenagers that weren't there seconds ago.

"Guy looks like Heatblast," one of them remarked, sporting the darkest of eyes, taller than the others. The boy next to him spoke then, fists balled up.

"I noticed," he replied, eyes narrowing just slightly. "They're both Pyronites."

The only girl glanced at them, one elegant eyebrow raised. "How do you even _know_ that?"

The taller boy answered for his friend. "Doesn't matter," and the corners of his mouth pulled itself into a teasing smirk. "Want me to kick his butt?" He offered. "It'll be just like old times."

The other rolled his eyes, irises unimaginably green. "Thanks anyway," he replied, and Alan watched as he played with an strange watch on his wrist, being engulfed in a sudden flash of light.

A giant monster was left standing in the teen's place, large red wings spreading as it took to the sky. It screeched but the Pyronite couldn't make out the words, palms of his hands heating up as his anxiety increased.

It made to dive to him and he lost control, screaming something in defense as the large beam of fire flew at the monster. It dodged with incredibly speed, landing a few inches from his face.

He grabbed the monster's bony abdomen and switched their positions, receiving a strong kick to his stomach for the effort. Alan used the given momentum, propelling himself into the cornfields. The Pyronite shot up from the plants, higher into the midnight sky where he knew he was being followed, narrowly missing the winged alien.

"Watch it!" It screeched, but he wasn't paying attention, zooming higher into the clouds. He let the fire fueling his flight waver, sinking back down and aiming more balls of flame at his pursuer. He wasn't prepared for the retaliation, however, as a steady beam of green light came out of the alien's eyes. It hit him in the chest, pain effectively numbing his concentration, and Alan fell.

His powers kickstarted soon enough, and Alan started making up for lost distance, the monster gaining up. Knowing that he wasn't going to outdistance his pursuer, he aimed another fireball, having it once again dodged. Another laser beam came, this time the pain being too much to take, the ground feeling rough below him.

* * *

Jetray landed smoothly next to the groaning Pyronite, transforming back within seconds. "Had enough?" He questioned, watching the Heatblast look-alike with caution.

"Uh-huh," it mumbled, voice sounding male. He rose from the position, fiery hands rubbing his head in a way that seemed too human.

He wasted no time in the interrogation, a scowl plastered on his features. "There's an old guy that's been chasing you, probably wearing a Hawaiian shirt." He came to a stop directly in front of the Pyronite, arms crossed. "Where is he?"

The shrug was also out of character, male voice sounding adolescent. "I don't know what you're talking about," he answered, and Ben's fists clenched.

"My grandfather," he grit out, volume raising to a shout. "Where is he?" He was about to say more before he was alerted to the extra life forms in the area, a group of them dangerously close. Ben turned just in time to see the officers from moments before, flashlight beams blaring in his eyes.

"Freeze!" One of them shouted, tone loud and demand unnecessary. He took the lead, continuing on. "I should've known you couldn't have set all those fires by yourself. But now I've got you, Alan." His vision adjusted to the glare of the flashlight, being able to make out a smug grin.

Ben didn't like where this was going, studying the situation. An idea popped into his head and the omnitrix compensated, surges of green electricity temporarily blinding the officers. He grabbed the Pyronite's arm as he ran, diving into the large stalks of corn.

Not daring to leave his only lead to Max, Ben tugged them both to where Kevin's car was waiting. It took a while for the police to catch up, the large car providing a distraction as they made their escape.

They only stopped running when they reached the abandoned barn house a good distance away, feet thudding on the cold metal floor. The Pyronite cautiously removed his arm from Ben's grip, staring at the other's unscathed palm curiously.

"How come you're not burned?" He asked, glancing at the appendage, and Ben followed the line of sight. He didn't have a real answer for that so he ignored the question, eyes traveling over their shelter.

There was only a brief moment of silence until he spoke again, nervousness strung up in the given words. "Why'd you help me?"

Ben considered his response. He had already deduced that the alien truly didn't have anything to do with his grandfather's disappearance, and this was before they had made it here. "I don't know," he admitted. "You kind of remind me of myself."

"Yeah," the other agreed, not fully understanding. "I guess you're a monster, too."

Ben grinned, trying not to feel disgruntled at the alien's downtrodden tone. "Well, technically, I'm a whole bunch of monsters," he said, a bit of pride leaking into the admission. "That's the cool part."

"Nothing is cool about this," the Pyronite said, raising his hands to his face. A flicker of flame dropped from his fingers, falling onto the floor.

Ben raised his eyebrows. "No?" He asked, not looking for an answer. "The super-strength, the flying?"

"I _hate_ flying."

Ben chuckled. "Yeah, well, you do kinda stink at it." The omnitrix beeped, completing it's scan of the Pyronite, and his eyebrows rose further at the information. "If you don't like it, then why do you take up that form instead of your human one?"

His fiery eyes widened. "How did you know about that?" Ben only smiled.

"Call it a guess." He looked quizzical, an expression strange to the alien face, but let the form drop. Under the alien was a boy around his age, looking too small in his white shirt.

Alan sat down on a nearby crate, taking his head in his hands. "I'm trying to get used to this," he answered. "It all just recently happened. And, well, sometimes I can't control it."

Ben leaned against the wall, position casual. "What's your story?"

There was only a moment of hesitation until he began, not meeting Ben's eyes as he spoke. "My mom was human," Alan told the hero, sincere. "And I thought I was, too, until I woke up one morning and my bed was on fire." He let himself pause. "My dad put it out, and then they explained it to me. He's a Plumber." Alan looked up at Ben, unsure. "They're-"

"Intergalactic police," he finished, still holding the reassuring grin. "Did your dad give you his badge?"

He looked even more miserable at the question. "Yeah, when he explained to me what it was," Alan replied, sighing. "But Sheriff Mason took it from me."

Ben reached his hand into his pocket, looking. "Yeah, well," he smirked, fingers closing around the item. "I kinda took it back."

He pulled out the badge, holding it for the hybrid to see before tossing it to him. Alan caught it, staring at the hourglass symbol with disbelieving eyes, and he finally meet Ben's smile with one of his own.

* * *

The two watched as the police car drove off, heading out into the vast cornfields. Kevin turned to the redhead, easy-going grin plastered on his face.

"That didn't go so bad, huh?" He asked, leaning back on the leather seat. "We lead them away from Ben, and all we got was this." He held up the thin slip of bright yellow paper, waving it in the air almost teasingly.

Gwen narrowed her eyes, tight lips pulling down in a stern frown. "Kevin," she scolded. "That's a four hundred dollar speeding ticket!"

He nodded, throwing it behind his shoulder. "I know," he agreed. "It's probably a personal record." Gwen looked at him from her position in the shotgun seat, feeling out of place in the different arrangement.

"Are we going to get Ben or not?" She asked, arms crossed. Kevin sighed, starting up the car, and they rode under the star-freckled skies.


	9. As The World Freezes Over

The road was smooth under the vehicle, gliding past clumps of trees and lavish fields. Anxious eyes scanned through the night, Gwen's voice breaking the silence.

"Grampa Max doesn't have anything to do with this, does he?"

"Nope," he admitted, hands gripping the wheel. Kevin spared a glance at the girl, mouth creasing into a frown.

She sighed softly through her nose, red waves of hair cascading down her shoulders. "So, that badge belongs to the Heatblast guy." She turned to face Kevin, eyebrows furrowed. "Where do you think he got it?"

Kevin's voice was soft when he answered. "He doesn't act like a Plumber," he remarked, considering. "Probably just a Plumber's kid."

Gwen's expression was puzzled. "Why would a policeman give his son a badge?"

"To keep real Plumbers from arresting him from inter-planetary trespass," he informed her, the car making a sharp turn. "A badge is better than a passport."

She thought about that for a second. "I'm not following."

"Heatblast junior is probably part human," he explained. "Humans with alien ancestors are actually pretty common. Most of them have super powers."

She regarded him with a strange look, crossing her arms. "Common?"

"Well, yeah," he shrugged. "That's what you are. You get your powers from your ancestors." She didn't let the look drop, and he offered another shrug. "I thought you knew?"

She snorted. "Uh, I get my powers from magic talismans and books." He chuckled at that, disbelieving.

"Yeah, right. _Magic_." They continued driving on, stars sparkling overhead, but Kevin's laughs never fully receded.

* * *

"But the sheriff thinks _I_ started all the fires," he murmurs, looking down. Ben tilted his head, ever so observant.

"I don't," he replied, watching as Alan's eyes rose to meet his. "For one thing," he reasoned, looking to the bright moon, wedged between a broken ceiling. "Fires couldn't have cut this building in half."

The revving of an engine prevented the hybrid's reply, both of them looking to the entrance. An all-too familiar car was there, lights blaring in their eyes. The two watched as Kevin strolled out, coming to a stop directly in front of Ben.

"Hey," he greeted, aiming a roguish smirk at the smaller teen. "Who's the squirt?"

Alan took the time to let the flames engulf his body, aiming an owlish look in Kevin's direction. "Oh," he gave, not smirking anymore.

Ben nodded, hand moving to pluck a piece of rock off Alan's shoulder. The Pyronite jumped. "Ouch!"

"That didn't hurt," Ben chided, the omnitrix confirming his statement. "I want to show you guys what I saw when I was flying over the cornfield," he continued, leaning down. The charcoal scrapped across cement, the other three watching.

"It's not exact," he grunted, drawing a pattern of circles and lines. "But it's close." He stopped, taking Kevin's offered hand as the Osmosian pulled him up. "These aren't roads. These are crop-circles."

Alan's voice was questioning. "Like those things aliens leave, to find their way around?" Kevin rolled his eyes.

"More like those things farmers leave to fool city folk." Ben glanced at him, giving a smile.

"It's not like we don't know a bunch of aliens," he reminded the other, and Kevin considered the remark for a moment.

"True," he finally said. Gwen spoke then, green irises glued to the drawing.

"Also," she said. "I don't think these are crop-circles. I think they're circuit boards." Ben frowned slightly.

"You might be right," he consented. "The omnitrix has been trying to find matches to alien species that use these symbols, only to draw a blank." He lifted his left arm, exposing the watch. "Maybe we've been looking for the wrong thing."

They all watched as the watch glowed even brighter, a ray of green coming our to scan the small illustration. It was gone as soon as it came, a harsh click breaking apart the silence.

Ben frowned. "I can't get a match," he told them. "It's not accurate enough."

"Maybe we should go and see the crop-circles for ourselves?" He offered. Ben thought about that.

"Not a bad idea," he concluded, waving them over to follow. They finally did, letting Ben lead them into the vast cornfield outside.

* * *

They made their way up to the top of the large building, only Gwen's mana keeping them in the air. The lush fields stretched out below their feet, going on for miles and miles, while the midnight sky sparkled with diamond-like stars above.

Alan leaned forward from where he was, speaking in a whisper to Gwen. "How are we doing this, again?"

She gave him a sideways look, replying with a reassuring smile. "Magic."

"It ain't magic," Kevin called, meeting the two, and Gwen stopped walking.

"Oh, right," she mocked, hands on her hips. "Kevin says that I got my powers because of an alien bloodline."

Ben gave a start at the loss of magenta steps, zoning in at the conversation. "He's correct," he said, cocking his head. "Can we keep going, now?"

Gwen aimed a glare at her cousin, huffing. "How would you know?"

He made a frustrated noise in the back of his throat, looking downwards. "Kevin is correct," he repeated, trying to urge the conversation. "You're part Anodite."

Gwen dropped the glare, replacing it with confused features. "What?"

"Anodite," he said again, shrugging. "It's a mana-based alien species. Your DNA has heavy traces of it." He had noticed since the omnitrix had scanned her and Kevin's DNA. Maybe he had forgotten to tell her?

"How do you even _know_ that?" Alan mirrored Ben's previous frustration, fidgeting.

"Could we talk about this somewhere else, when there's not something important going on?" Kevin replied with a joking grin.

"You don't think what we're standing on is important?" He asked, and Gwen fixed him with a scowl.

"Stop teasing him, Kevin," she admonished. "We'll continue this later," Gwen muttered to her cousin, an unspoken threat hidden in her words. "Is this high enough?"

He looked to the distance, nodding. "Yeah." They followed his gaze, looking at the sheets of metal embedded in the grass.

"You were right," he finally said. "This whole valley is a machine." He made a disgruntled expression at the machine on his wrist, the sudden stream of information it gave coming in too late. Why had it taken so long?

The watch beeped in reply, and he gasped as his focus involuntarily shifted to the right. It readied on a sudden show of sparks, the action leaving him reeling.

"Hey," he got out, still blinking in shock as the control of his eyes came back. He pointed to the scene swiftly, only moving to grip down on the omnitrix when all of his friends saw. That was strange, to put it lightly.

"I told you I didn't start the fires!" Alan exclaimed, pumping a fist into the air, and Ben smiled despite of himself. He pushed the panicked thoughts to the back of his mind for later, turning to Gwen as she spoke.

"Maybe we should go down and take a closer look?" She suggested, forming another quick set of stairs. Ben nodded in agreement, and they descended, heading to the field.

* * *

To Ben, it looked like a vacuum cleaner. A vacuum cleaner that shot out lightning.

Wow. He could feel the omnitrix _cringe_, right then.

They stood in the darkness, shrouded by a cluster of corn crops. All eyes were on the suited person ahead, sealing the circuit boards with his lightning vacuum. The very device shot an unbelievably bright beam of pure energy upwards, creating the sparks from far away.

"What's it doing?" Alan hissed at them, all blazing flames, and he made the mistake of standing. The omnitrix nearly screeched, feeling hot on his wrist, and he saw the percentage of them being spotted rising dramatically. He reached out to pull Alan down, giving him a warning look before turning back.

Wisps of smoke rose from the metal and curled around the warm night air, the suited man gesturing to another like him from across the field. Ben could see the small machine in his hands from the too long distance, something that he tried to not be unsettled about as the field took on a low humming sound. Without warning, the metal crop-circles burst to life, lighting up the darkness with their white glow.

The circuit board at the end received a larger energy surge than the rest, making the ground rumble at their feet. A succession of circular disks rose from the metal plane, connect by a silver beam. When it was done forming, it stood tall above their heads, gleaming proudly.

Kevin's shoulder brushed against his roughly, and he glanced at the Osmosian, who shared an equal look of shock. The very topmost tip of the tower started to cackle with lightning, storm clouds appearing out of thin air. He could feel his watch calculating the inner-workings of the tower, showing him how fast the temperature was lowering. Sure enough, snow began to fall, accompanied by the desperate roars of thunder and strong blistering winds.

Ben gently stepped out onto the metal circuit boards, flakes of ice getting lost in his hair. The others followed, eyes trying to take in the structure in all its entirety.

"The tower is some kind of weather machine," he murmured, hearing Kevin and Alan bicker as the former tried to use the Pyronite's powers for warmth. Ben watched them for a minute, Gwen and Kevin shivering in the cold, and looked at his own hands in wonder.

He should've been cold, but he wasn't, and that was just another weird occurrence to add on his list for today. Kevin watched him from where he was, coming over slowly, and Ben lifted his gaze.

"Why're you so sad?" He question, nudging Ben's shoulder. Kevin's eyebrows furrowed as they made contact, prodding him gently in the cheek. "Jeez, Benji, you're a freaking furnace!"

He scowled at the nickname, but he knew Kevin was right. His skin was much warmer than it should've been, especially in this weather. Offering a shrug, he tried for a smile. "Must be the jacket, then."

Kevin shook his head. "That green thing you're trying to pass of as clothes? Uh, no."

Ben sighed, pulling the offended article from his arms. To make a point not even he had really clarified to himself, he draped it across Kevin's broad shoulders, standing on the tips of his toes with faces too close. Straightening out the creases, he finally moved back, watching Kevin's baffled face with a smug expression.

"Better?" He questioned, mockingly. Kevin swallowed.

"Uh, yeah."

"Good," Ben replied, trying not to meet Gwen's scrutinizing gaze. "Then stop complaining."

Any reply that Kevin could have possibly given him didn't come, the sound of blaring sirens taking up the air. They all watched as the police vehicle came, the sheriff from before stepping out.

"Freeze!" He ordered, much too ironically that it almost made Ben sick.

"Already working on it," Kevin snarked, the sheriff pointedly ignored him.

"I was easy on you last time, Alan, out of respect for your folks," he began, heading towards the Pyronite. "But you built this machine. You're stealing all the heat to fuel your powers."

Alan's fists clenched with the assertion, rushing forward, and Ben was suddenly anxious at the proximity. "It's not like that!" He yelled, frustrated.

One of the other officers came forward, brandishing a gun. "Hey," he warned, aiming it at Alan. "Get away from him!"

Kevin reached out, putting one strong hand on the weapon. "You should take your own advice," he said, absorbing the steel from the gun, and the policeman watched with wide eyes as the weapon was taken away. He snapped it in half swiftly, wearing a smirk.

"Step away from them," the sheriff barked, fear sprawling across his features. "They're all freaks!"

Ben came forward, hands raised in surrender. "Now, hold on," he said, voice calm. "We can explain what's happening." He wasn't given a chance as beams of energy shot out, hitting two of the officers and freezing them solid.

The suited people came out of hiding, brandishing the lightning vacuums. Ben could feel the panic rolling off the police in waves, see fingers tightening around guns.

"What'd you do to my men?" The sheriff asked, in a daze, slowly backing up towards Ben. Another beam made its way to the sheriff, swiftly blocked by Gwen's shield of mana. It started to crack as more energy piled on the shield, strained.

"I can't take too many of these," Gwen warned, glancing behind her. Ben nodded, pulling up his wrist.

"You won't have to," he told her, activating the omnitrix. He let his device chose, slamming down on the dial at random and disappearing behind a flash of green light.

It went as soon as it had come, Swampfire standing where Ben once was. He declared his name, flames engulfing his hands, and chucked the balls of fire at the offenders.

They backed off at the flames, and the omnitrix's DNA scan was confirmed. Kevin raced out to help, kicking one of the enemies down swiftly into the snow. The Anodite was next, throwing one of them into the air as Alan blasted two of the offenders away.

Swampfire hid in the cornfields as the sheriff and his last man took down another pair of aliens, coming out as one readied to get the police from behind. It's helmet came off in the tussle, and the Methanosian watched as the head of the DNAlien was revealed.

"More DNAliens," he called out to the others, blasting away this one with fire. The others came where he was standing, aliens gone, Gwen wearing a quizzical expression.

"Those aliens you named?" She questioned, and Swampfire only shrugged, transforming back.

"There weren't any matches to any known species, so I took it upon myself to give them a title," he told her, reinforcing his idea from days ago. "It was a nice name."

Gwen just sighed, and Ben counted it as a small victory. Kevin came up beside him, watching the defeated alien with caution.

"Anyway," Ben said to the two, looking at the sky. "Remember how cold it was on the base from before?"

Kevin nodded. "You said it was because they like cold habitats, right?"

Ben gave him a thumbs up, mildly surprised the Osmosian remembered. "Well, if that weather machine is making the place cold for their liking-"

"Then they're trying to make this place their habitat," Kevin finished, dread in his voice. Ben nodded, giving a start when the omnitrix screeched. He was seconds too late to move, vision tunneling into darkness as he was frozen solid.

* * *

_Thanks for all the kind reviews. _


	10. Old Habits Die Hard

He blinked down at himself, ice watering down as his body was slowly unfrozen. Ben imagined he should feel cold, feel _something_\- did shock count?

Ben glanced around himself, finding his friends frozen solid. The form of Kevin Alan was down the path, surrounding by gathering DNAliens. It took him a while to focus on that, still in a daze.

"Uh," he called out. "Want some help?"

"Yes." The Pyronite's voice drifted over to his ears, small and panicky. "Please." Ben thought about that, looking at the omnitrix. His watch was glowing a bit too brightly, interface smoking, and he knew that this was what had unfrozen him.

He tried not to be concerned at the high temperature emitting from the omnitrix, a little lost as to how his wrist didn't have any trace of burns. Pushing that aside for later, Ben attempted to activate the watch, only receiving a few half-hearted beeps.

Frowning, he yelped as his arm moved on its own, legs simultaneously having him jump forward. Not feeling in control of himself, Ben watched as his hand connected with one of the DNAliens, a large green bolt of electricity shocking the enemy. It fell to the floor, the other aliens shrieking as they watched.

His body stopped moving on its own accord, Ben getting the message. He ran to another alien, doing the same. Alan watched, taking control of the confusion to blast a couple of aliens with fire. Soon enough, they were all down, the two heroes meeting in the middle.

"We beat them!" Alan exclaimed, fire dancing across his skin. The omnitrix's glow started to fade slightly, temperature decreasing.

"Plenty more where those came from," he warned. "We need to take down that weather tower. Take care of the guys at the top, so I can get close." As if seconding his words, the omnitrix interface popped up, ready for use.

Alan looked unsure, the Pyronite gazing hard at the aliens at the top. "I don't know if I can do it," he admitted. "I'm really bad at flying."

He laughed, giving the other a reassuring smile. "Yeah, I was too at first," he confessed. "Let me show you a trick I learned."

It was after a few minutes that Alan was in the air, balancing on a slab of rock. He raced towards the top of the tower, blasting away the DNAliens gathered there. Sending a thumbs-up to Ben, he kept to the sky, on the lookout.

Receiving the signal, Ben transformed into Swampfire again, racing towards the structure. He shot a quick fireball at the leftover enemies, reaching the building.

The Methanosian started to pull back the structure, relying on his super-strength. His feet slowly morphed into roots, burying into the ground. After a couple of seconds spent groaning, the tower gave in, falling over with an ear-splitting creak.

The snow ceased, whirlwind of clouds dissipating as the moon came back into view. The Pyronite landed next to him, the two staring at the wreckage with a small sense of victory.

* * *

The three of them were out in Grampa Max's old clearing, night as serene as ever. The Rustbucket gleamed beautifully in ways that any other RV couldn't, Kevin working on it underneath. Ben and Gwen sat on a picnic table a few feet away, Gwen looking through old photos.

Her cousin was fiddling with his watch, trying to figure out the machine. He had been wary of it since the incident at cornfields, how it had so easily used him like a tool. Gwen left him to it, noticing how anxious he seemed, but he hadn't told either of them. It wasn't like the omnitrix was hurting him, right? And the constant stress they were under served as further reason not to worry them.

After a while of nothing, he pulled his sleeve back down, not bothering with it anymore. He stood, stretching, and Gwen turned to look at him.

"Hey, Ben," she started, holding up one of the photographs. "It's us in front of the old Rustbucket."

He actually laughed, taking it in his hands. The three of them wore identical goofy smiles, posing beside the vehicle. "It's so like Grampa Max to loose one dumper, and then run out and find another."

They both shared a grin, full of nostalgia. He put the picture back, eyes crinkling at the corners. "That whole summer was incredible," he told them. "Remember, Gwen? Hero time, all the time...Kevin was still a bad guy."

He turned to the Osmosian, who shot him a scowl. "Let it go, Tennyson," he whined, wiping a bit of oil of his face. "I know that you're here to keep an eye on me."

Ben shrugged, still grinning. "I don't know 'bout that," he admitted, not bothering to elaborate. "And either way, it was sweet of you to fix the new Rustbucket." Kevin looked a little shocked at the admittance, but the corners of his mouth eventually lifted up into a smile.

The Osmosian went around the corner, still tinkering with the RV. Ben stayed in his place for a while, eventually moving to take the box of photos back from his cousin. He started to head inside to put them back, Kevin sliding into the way just in time.

Kevin only smirked at Ben's confused expression, leaning close. "Not yet," he said, and like that he was inside, leaving Ben in the doorway.

"You're really doing a good job at that "nice guy" act, Levin!" He teased from the door, rolling his eyes. Gwen watched the exchange from her place, eyebrows raised.

"Okay," Kevin called, voice muddled. "I'm gonna try the engine!" The vehicle came to life, and Ben's eyes widen with surprise.

"Wow," he murmured, pounding on the door. "You did great!" He went to open the door knob, Gwen cheering from behind. His hand reeled back just in time as the vehicle moved, tires screeching against the grass.

Gwen pulled him back, both of them falling to the ground. His back hit the dirt hard, spluttering.

"Kevin!" He got up so quickly his head spun, activating the omnitrix and transforming.

Big Chill took off into the air, large blue wings spreading. Orb-like green eyes find the Rustbucket, and he flew to catch up. Just about to reach Kevin, a strange mechanism detached itself from the vehicle, firing a white-hot laser beam at him.

Big Chill dodged the attack, going intangible. The chase lead up higher into the mountains, the canvas of stars overhead and pine trees whizzing past their sides. Going on instinct, he breathed a long wisp of pure frost, turning the streets to ice.

The Rustbucket skidded along the frozen pavement, barreling close to the edge of the road, where it dropped off to a cliff. In a sudden panic, Big Chill raced to the vehicle, going to its side and holding it up with enhanced strength.

It stopped skidding, giving Kevin the opportunity to take off again. The wheels grew iron spikes, driving across the ice-caked roads with no difficulty. Cursing himself, Big Chill took off again, too late to stop it when the RV faltered and fell off the side.

He dived down to catch the vehicle, but it was already speeding away on the mountain. It blew through tons of trees, leaving a path of chaos behind for him to deal with.

The RV landed on the other road a little ways downward, the Necrofriggian following. He went invisible, blending into the scenery, at loss when Kevin dispatched some missiles from the Rustbucket.

They found him immediately, but instead of exploding, they released a net. It trapped him, electric sparks running up and down the length of his body. The Necrofriggian fell to the ground, wings failing him, watching helplessly as Kevin escaped.

He transformed back into his human form, the omnitrix disintegrating the net. Ben stood up uneasily, staring after the Rustbucket as it rounded the corner, feeling empty and hurt at the same time.

The sound of mana filled the small silence, Gwen rushing forward to the clearing. She looked at him, heels touching the pavement.

"He got away," Ben sighed, defeated.

"Woah," Gwen breathed. "I mean, uh, oh no!" He didn't bother to figure out the strange response, stepping away with his arms crossed.

"How could I have let my guard down?" He yelled. "He's a liar and a thief." Ben didn't know why, but he felt so... _betrayed_.

"That was the old Kevin," Gwen amended. "He's different now."

"That's what I thought, too," Ben mumbled. "Doesn't matter anymore."

"Ben..." Gwen stared after him, watching as he shook his head at the Anodite. Glancing at the omnitrix, he felt as his watch started to pin-point the Osmosian's location by his badge, tracking the RV.

"C'mon," he finally said, stopping his pacing. "Let's go find him."

* * *

They had found Kevin in the middle of the desert, skin pure stone. Ben hadn't bothered to glance at him, listening as the Osmosian told Gwen about his and Argit's deal to sell the Rustbucket, and how the alien had double-crossed Kevin and took it for himself.

He finally turned to the taller when the story was done, furious. "How could you?"

Kevin met his eyes, not even having the decency to look guilty. "Now, I know this looks bad, Tennyson-"

Ben's watch sparked angrily, on par with his emotions. "Bad? If you don't get the Rustbucket back I'll show you bad."

The Osmosian only smirked. "Doubt it."

Ben grit his teeth, disbelieving. "What do you think is going to happen when Grampa comes back? Huh? Where's he gonna live?"

Gwen spoke up at the worst possible time, eyes flickering magenta. "Do I have to separate you two?"

He faced away from Kevin, aiming his glare at his cousin. "He stole Grampa Max's home!" Ben nearly screamed, voice echoing through the barren wasteland. "What kind of jerk steals an old man's home?"

"One with a very good reason," she offered. Ben felt himself deflate, glancing back at Kevin.

"Well," he began, tone suddenly quiet. "Is it?"

"Trust me," he promised. "This is important."

Ben furrowed his eyebrows, seething. "Yeah," he muttered, loud enough for both of them to hear. "Important to _you_."

Kevin shrugged, looking indifferent. "I suppose you could say that." He raised his hand to stop whatever reply Ben had, holding up his Plumber badge for the cousins to see. "Hold on a second."

Kevin pressed down on the symbol, a hologram popping up to display a strange map. Ben couldn't make sense of it but Gwen apparently did, sounding a bit impressed when she spoke.

"You hid a tracking device in the undercarriage?" Kevin snorted as Ben caught on, not sharing the redhead's opinion.

"Like I'd let anybody swipe a fortune in Plumber tech from me," Kevin mused, but Ben's scowl only deepened. Kevin sighed, letting the hologram fall.

"Look, Ben-"

"Could we just not?" He interrupted. "I don't care, okay? It's not like we're actually friends or anything. You've made that pretty clear." Kevin looked like he wanted to argue but Ben didn't listen, taking Kevin's badge and leading the way.

* * *

_Sorry about the long update time, and that strange transition... again. I don't know what to do about that. Hm. _

_On a different note (and I think you'll like this) I'm watching this episode on Netflix for the scenes and dialogue and general storyline, and I'm barely having to make any alterations for the BeVin-ish moments most of the time. I mean, if you really look at it, these guys are so drawn to eachother in the show it's ridiculous(ly cute). And if you have watched this episode (_Kevin's Big Score_) you know Kevin's reasons for selling the Rustbucket, and how much of an "aw" moment it is. If you haven't, then I got a feeling you'll be pleased with the next chapter. _

_Just wanted to share that little moment with you all. I'll try to get the next chapter up as soon as I can, and as always, check out my _**Bio**_ for news on this story and some... other bonuses. Have a nice weekend!_


	11. I Can Make You Human Again

_Sorry about the late update! I promise I'll try to get the next one in quicker. Some (strongly) hinted BeVin to make up for it? _

* * *

It was too quiet outside, clouds shielding the few lingering stars in the sky. The people were even a rarer sight to be seen, practically nonexistent this late in Bellwood. The garage appeared abandoned, looking haunted in the late hour.

Kevin kicked the door open, further pushing it wider. He gestured at Ben to step through, a fleeting motion of a smirk on his lips, but the younger simply avoided his gaze. Kevin frowned but didn't comment, Gwen taking up the rear.

The omnitrix glowed brighter to fill up the small room, allowing them to see the Rustbucket in all its glory. Kevin pumped his fist into the air, Ben rolling his eyes.

"So where's your fortune, Kevin?" He questioned, tone venomous. He wandered off to the side of the room, picking up a random piece of brightly colored trash. "What's this worth, five bucks?"

He didn't bother scanning it, kicking a pile of tires down to the floor with a frustrated yell. "We are supposed to be keeping the planet safe from an alien invasion, and we can't keep a motorhome from being stolen?"

"Drop it," Kevin snapped, turning away from the two. Ben's features morphed into a scowl, striding over to the Osmosian and standing in his way.

"Don't walk away from me!" He demanded, having to crane his neck to meet Kevin's gaze. The taller looked down at him, almost amused, scoffing.

"Is this when you turn into an alien and try to kick my butt?" He mocked. Ben's scowl depended.

"I'm considering it," he answered, hand settling on his left wrist. The small rattling of a doorknob stopped anything more that could've happened, Ben jumping away from Kevin in surprise.

Gwen shushed them, diving behind the Rustbucket. Ben dashed to a few stacked crates just big enough to hide one person, Kevin following. He wanted to tell the Osmosian to find another place but the door had already opened, his watch darkening instantly.

Argit's whistling drifted through the garage, being accompanied by the sound of small footsteps. Ben tried to hide behind the boxes as well as he could, shoulders almost touching with Kevin's, but the silent vibrating of his watch against his wrist kept telling him they weren't fully concealed.

He desperately moved, placing himself on the Osmosian's lap. It was one of the most demeaning positions he had ever been in, Kevin's body tensing in surprise. He pressed his back against the other's chest, feeling Kevin slowly relax. Blood rushed to his cheeks as strong arms cautiously wrapped around his waist, the two trying to squeeze together as best they could.

Argit didn't stop or see them, so Ben counted it as a victory. He listened as the alien opened the doors to the RV, muttering something to himself. It was only slightly hard to concentrate, Kevin's breath hot against his neck, but they both heard as he stepped back out.

Magenta light flooded into the room. Ben slowly turned, Kevin's arms slackening slightly and allowing him to move. He tried not to look at the Osmosian as he found his cousin, her palms lit with mana.

Ben scrambled up, coming up on Argit's side. Kevin did the same, the rat-like alien appearing panicked.

He dived out of the boarded-up windows with a yell, running down the streets. Ben quickly dashed out of the garage, pushing himself to the limit in order to catch up. The omnitrix made itself known with a loud beep as he started to loose Argit, and he transformed in a ray of green light.

Echo-Echo split into small groups, running through the maze of alleyways. They caught up with Argit easily, blocking off the way he had been running.

"_Won't let you get away,_" they spoke, high-pitched voices switching to a scream. Argit was pushed back, hastily standing and turning the other way.

Another Sonorosian was perched on the on the fire-escape of the apartment above Argit's path, the material of his face stretching into a devilish grin. He blasted the alien off his feet, the other copies gathering around his form.

Argit got in a defensive position, tail firing a flurry of spikes at the Sonorosians. All were hit but one, falling to their feet as the poison took affect.

Gwen and Kevin ran into the scene, Kevin yelling out to Echo-Echo. Argit turned at the voice, aiming a pin at the Osmosian, and he just managed to knock Kevin out of the way.

Gwen fell with a thud, another quill having got her shoulder. Kevin stared at him with wide eyes from the floor, shocked.

"Uh, thanks," he murmured, watching as Echo-Echo stumbled. The pin had managed to glance off his shoulder, the brush of poison making him dizzy.

"_I'm still mad at you,_" he replied, facing the enemy alien across from them. Argit was observing the two, defensive. Echo-Echo concentrated for a moment, trying to ignore the headache, and he duplicated. The copies formed another wall around Argit, sonic waves unlatching from their mouths. The sheer force knocked him unconscious, leaving the two to deal with the mess.

When Argit woke up, it was with a heavy head and the sight of Kevin and Gwen, both glaring down at him. He glared right back, struggling against his bonds, quills trying to escape from his back.

Echo-Echo spoke from all directions, one of the little aliens popping into his view and sneering. "_I superglued them to your head,_" he told them. Glancing around, he finally changed back into one, becoming human in a flash of green.

Ben stretched, headache pounding against his skull, but it was manageable for the time being. He walked over to the group, peering down at Argit, but the alien spoke before anyone else could.

"Lemme give it to you straight," he began, words quick. "You cannot trust that man!" He nodded at Kevin, still struggling.

"Me?" Kevin asked incredulously. Ben sent him a look that made him quiet down, not being in the mood.

"Do you know what he was gonna do?" Argit exclaimed. "He was gonna steal your motorhome and sell it to another criminal. Thank goodness I stopped him."

Kevin had his fists clenched, features angry. "By stealing it yourself!" He reminded them, furious.

"Yeah," Argit brushed off. "Yeah, I may be a crook, but this guy's no good. You can't trust him. He'll stab you in the back just for laughs."

This was all old news for Ben, but it still somehow hurt just a little. He sighed, glancing at Kevin, and the Osmosian caught his eye.

"This creep's got a point," he admitted. "You're always up to something." He thought back to their days as kids, the betrayal he felt when younger Kevin had used him. "Self-serving, shifty, always working some kind of angle. Always a thief." Kevin seemed to grow more annoyed at each word, eyebrows furrowed. "Well? What do you have to say for yourself?"

"You know what, Tennyson?" Kevin yelled. "I don't have to explain myself to you. Either of you." He started to walk off, shoulders set. "I'm done."

* * *

They found Kevin at an old storage building, Volcanus glaring down at the Osmosian. Kevin Levin himself was in bad shape, body pure crystal, voice weak and desperate.

Ben didn't bother transforming this time, having found a route to get inside the base without being found. Gwen was hiding in the sidelines as he snuck up on the enemy, ready to deactivate the machine that functioned as his armor.

"You're in a bad position to be making demands," Volcanus gloated, mocking the Osmosian as his minions mined the precious stone. Something in his gut twisted to see someone in that much pain, kneeling and being taunted as monsters ripped apart your body.

His hand was so close to reaching Volcanus' suit, inches away, when their percentage of success dropped instantly. Their enemy had chosen that moment to turn around, spotting Ben in the act.

Kevin made him out behind his blurred vision. "You followed me?" He croaked, more hopeful than angry, and it was enough for Ben.

"That whole 'get mad and storm off' act?" He scoffed, trying not to waver under Volcanus' shadow. "It could've been better, really."

"You have friends?" The alien teased, managing to sound shocked. His tone darkened at the next words. "Had friends, anyway."

The omnitrix saw it before he did, the blast of raw heat knocking away his body. It threw him against the wall, the old stone giving at the pressure and collapsing on top of his form. He heard Kevin scream his name, disappearing behind black.

Some of the minions turned to Gwen, who had made her appearance known with a shout. She blew them away with disks of mana, trying to move closer to the rubble burying her cousin.

Volcanus beat her to it, throwing apart the fallen rocks with his large mechanical hands. He lifted up the last piece, only to be greeted with Ben smiling up at him, completely unharmed.

Ben lunged forward suddenly, latching onto one of Volcanus' arms. He was shaken off before his watch could get into the mechanism, thrown hard against the ground. Ben stood without so much as a wince, jumping back up in another attempt to defeat the alien.

Volcanus simply swatted him away again, aiming a punch at the teen. Ben rolled out of the way just in time, watching as his attacker's fist got lodged into the wall.

"Great way to break your hand," he remarked, feeling the omnitrix scan the damage. Sure enough, when he pulled his fist out, wires were peeking through broken metal.

Volcanus scowled, voice rumbling and furious. "You wouldn't even be fighting if you knew what he did to me!" He yelled.

"He stole. He ran." Ben's tone was matter-of-fact, leaving no room for doubt. "That's Kevin."

Ben didn't see the blow to the stomach coming, and although his knuckles were broken it was still just as heavy. His back hit the ground hard, Gwen fighting her own army to the side, but his watch protected him from the damage.

His skin seemed to change, not quite there, like his sense of touch was fading. When he hit the cement floor he could tell it was a rough impact, but it didn't truly register in his mind. Like before, he came out of it strangely unscathed, not a bruise peppering his body.

He stayed limp either way, trying not to move as the alien lifted him off the ground. Volcanus held Ben by the scruff of his neck, glaring.

"I'm the injured party here!" He insisted. "After the Plumbers came after me, they blew up my ship!" He waited for a response, Ben's watch buzzing lightly.

He finally lifted his head, revealing a demented grin. His hand reached out quicker than Volcanus could block it, making contact with the enemy's armor. The omnitrix started to destroy the mechanism, sparks erupting from the metal, and the alien exploded in a display of white light.

Volcanus looked baby-ish without his suit, scrambling out of the rubble. Ben let him go, reaching his feet and running to the Osmosian.

Kevin's features were almost expressionless, but his eyes seemed to watch as Ben came. The omnitrix overrode the mechanisms in his chains like it was nothing, Ben's pupils blown wide as he stared at the other.

"God," he breathed, hands reaching out to Kevin's face. It was stone cold against his gradually softening skin, but the Osmosian didn't feel it. He concentrated hard, unsure of what would happen, listening only to the instructions his watch was feeding him through his head.

A slim film of green spilled from the watch, scanning Kevin's hunched form. It clicked as it finished, saving the DNA. Gwen walked over as the layer of crystal started to leave the taller's skin, coating Ben's body instead.

Kevin's features morphed into shock as he fully became flesh again, mouth open to speak, but it didn't stop there. The turquoise stone began to sink into Ben's own skin, looking painful, but he didn't feel a thing.

He finally let go of the Osmosian's face, suddenly much more subconscious. Kevin was the one that reached out, gently prodding Ben's arm, soft underneath his finger.

"I don't know," Ben said, answering the silent question, omnitrix looking much too innocent on his wrist.

* * *

"So, that's what you were after?" Ben asked quizzically, looking at the object Kevin held. "Another holoviewer?"

Kevin took the smaller's hand, placing the machine in his palm, lingering for a mere second more than need be. He felt something different about the two of them, something deeper, something he couldn't place the name on and probably wouldn't for a long time.

"I hear this one's special," he promised, and it was all Ben needed for now. Gwen pressed closer as he activated it, a hologram popping up.

Max Tennyson's face looked upwards at them, ghosts of memories gracing his mind. "Ben," he started out, strong. "If you found this message you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can: _you can't go it alone_." He waited, watching the recording intensely. "By now, you're probably meeting some of the other Plumbers' kids, but you need to find more. You need to put together a team."

They all saw as it flickered and died, leaving the three to themselves, and Ben found he was more lost than when he had started.


	12. All That Glitters

Bellwood was quiet, as it always was at the dead of night. Ben sat alone, huddled on the side of the curb, a hologram of Max repeating the same message before his eyes. Kevin watched him from a little ways away, slurping on the smoothie in his hands and leaning against his car.

The hologram flickered and died, but Ben brought it back to life not a second later. He had been watching the message over and over, trying to decipher its meaning, and it was starting to make Kevin sick.

The Osmosian glanced at Gwen as she walked up, velvet hair thrown over her shoulder. Her arms were crossed tightly against her chest, green eyes bearing that same kind of concern.

"Think we should be worried about him?" He questioned, furrowing his eyebrows. "He's been watching that thing for hours now." She stayed quiet, but what he had seen as concern soured into discontent. "Problem?"

"Why haven't you asked me out?" Kevin choose the wrong time to take a drink from his smoothie, hastily choking on the contents in surprise.

"What?"

"You heard me," she pressed. "You obviously like me." Kevin scoffed, backing up as she moved closer. "You do! I see you mooning at me when you think no one is looking."

"_Mooning_?"

She ignored him. "And I like you, too. So I'm asking you again."

He shook his head, incredulous. "We're not talking about this."

Gwen huffed, sending him a glare before turning away. He watched her go, figure disappearing into darkness.

"Ben," he called out, only to be promptly ignored. He sighed, walking over to the teen and taking a seat on the curb. His arm slung over Ben's shoulder in what Kevin hoped was comforting, speaking again.

"You know, my dog used to gnaw at a spot on his butt over and over," he told the hero. "The vet made us put a cone around his neck." The underlining threat was there, obsidian eyes watching as Ben switched the hologram off.

He turned his attention to Kevin, feeling the weight on his shoulders in more ways than one. The omnitrix felt warm on his wrist, vibrating with power. He hadn't had any luck in trying to find out what the machine had been doing to him, but he managed to notice the changes when they were there.

And maybe if Ben had been thinking more about a certain ex-con than the end of the world, well, that was his business.

"Easy does it," he mocked. "I'm not the one you're made at." Kevin laughed nervously, retracting his arm, and Ben nudged him roughly.

"You don't need to be so mean," he pouted at the younger, and Ben was the one that laughed. He finally got to his feet, helping the older up.

"Wanna go fight some monsters or something?"

"Or something," Ben answered. "Can I see your Plumber's badge?" A moment of hesitation flickered over Kevin's face, and he could understand that. He waited patiently, mildly surprised when the Osmosian handed it over without question.

He pressed a button on the side, bringing up the map. It was holographic, displaying glowing dots in vibrant light. "Each of these blips shows the location of another badge," he informed Kevin.

"Yep," he agreed, not quite getting the point.

"And where there's a Plumber's badge," Ben continued. "There's a Plumber. Or, at least a Plumber's kid." He handed the badge back, closing his eyes briefly. Sure enough, the coordinates were there, mapped out in his head. "Come on. You're driving."

He went to the car, sliding into the passenger's seat. Kevin got right in after him, starting up the engine, and they were off.

* * *

"Plumber, plumber, plumber, plumber," Gwen repeated, voice drifting to their ears from the backseat. Ben had insisted on picking her up, something about her "rare Anodite abilities," and Kevin was beginning to wish he had ignored the demand.

"You ever notice that if you say a word enough times, it looses its meaning?" She asked them, sounding annoyed, and Kevin only huffed. Ben didn't spare a glance to either one of them, eyebrows furrowed in concentration as he directed them. Kevin didn't know how he was doing that without a map, and honestly, he didn't have much room to care.

"Like a chance to ask someone out," she said. "Every time that chance comes along, it has less and less meaning, until you don't have the chance at all." Ben actually looked up this time, frowning slightly.

"Oh, for crying out loud," Kevin groaned. The frown turned into a smug grin.

"Are you guys having a fight?" Ben asked. He didn't receive an answer, Kevin glaring at the cousins being proof enough.

It was a while until they found the disturbance. The car came to a stop on the freeway, just in time to see the bridge start to collapse. Smoke wafted into the air from below, and they got out, seeing the wreckage caused by a veering truck.

The three faintly spotted the man in the driver's seat, pulse dwindling. The omnitrix started making calculations in his mind but he ignored them, watching as a car started to fall with the broken bridge.

"Gwen!" Ben shouted, and she got the command, running to the vehicle. Strands of mana saved it just in time, wrapping around the metal and lifting it back onto a safe part of the street.

The rest of the road began to break down, pavement crumbling into pieces. Gwen tried to hold it up with her powers, creating a slide for the citizens to go down on, but the chances of no one dying were steadily decreasing. Acting fast, he activated his watch, selecting an alien at random.

Ben felt as his bones started expanding, skin hardening into something like armor. Humungousaur dropped down, taking the weight of the structure on his back. His legs shook with effort but he held up, dinosaur-like features twisting in displeasure.

"Get everyone off quickly," he rumbled, tone strained. "I can't hold this for much longer." He looked around as best he could, spotting Kevin retrieving the driver from the burning truck and Gwen helping the civilians to safety. The Anodite saw the girl before he did, walking in a daze down the street as cars zoomed pass in a hurry to escape the accident.

Gwen shouted in alarm, Humungousaur watching on in pain and confusion. Her energy readings were extremely off, much lower than a human her age should have. Even now they sparked weakly, but it was as if she had gained years at an impossibly fast level.

Kevin answered in alarm, but all of them were occupied. They saw as a car came too close to her, inches away. The omnitrix let out a spark of green electricity, causing waves of pain to run over his body like they hadn't ever before. He held back the yell, barely making it out as a figure in golden light snatched the girl in time.

The car swiveled but stayed on track, driving past even quicker. Humungousaur struggled to keep the structure up, Kevin rescuing the driver seconds before the truck went up in flames. Gwen signaled that everyone was safe, and he let the bridge fall as he transformed back.

Ben ran to the two strangers, sparks still running along the outer length of the omnitrix. He hissed whenever they made contact with skin, confused. What was so important that his watch was causing him pain to get the point across?

The girl was in a heap on the pavement, school clothes torn at. Curly black hair was stuck to her forehead with sweat, honey eyes wide with fear, but the thing he noticed off the bat was her sudden youth. He kept quiet, the three watching as she mumbled nonsense.

"It's okay, Trina," the stranger said, glow absent. He hugged her to his chest, blonde hair askew, and the omnitrix went even crazier. Ben gasped in pain as a large spark wrapped around his arm, disappearing faster than it came, machinery vibrating ferociously against his skin. Kevin shot him a look of concern he didn't catch, hiding his watch behind the sleeve of his jacket and forcing a stoic expression on his features.

Trina cried into the stranger's chest, body shaking. He held her tight, rubbing comforting circles on her back. Ben frowned harder, trying to get a scan on his DNA, but his watch seemed to be closing off on him.

"You're safe now," he continued. "These guys saved you." The electricity seemed to let up for the smallest moment when the guy looked their way, blue irises sparkling on a handsome face.

"Your friend's the one who saved you," Ben insisted, half-forcing the smile. "He's just being modest." Trina only looked at them with increased fear, something he tried to understand.

The stranger distracted him slightly, standing up. "Whoever you guys are, _whatever_ you are, thank you," he said. The Plumber's badge on his belt was noted by Ben, the reason the coordinates had lead them here. "Something strange has been happening to the girls at our school lately."

"Glad to help," Ben promised. "We made a good team out there." He glanced down again, choosing to comment. "You've got a Plumber's badge."

He smiled softly, fingers twiddling with the mechanism. "Yeah, my dad gave it to me," he murmured. "You guys know about the Plumbers?"

Kevin showed his own badge, speaking up. "At this point, we might as well _be_ them." He walked closer to the brunet, sending him a look at Ben's obvious discomfort, but the other waved it off.

"I'm Ben," he told the guy, hopes raising. "This is Kevin, and my cousin Gwen." Gwen waved shyly as the stranger's features morphed into shock.

"Wait," he said, holding up a hand. "Ben as in Ben Tennyson?" He walked up, and the watch sparked under his sleeve. "I'm a huge fan of yours! I heard you disappeared." He grasped Ben's hand, shaking it excitedly.

Ben grinned even wider, slightly surprised. "Thanks," he said, reciprocating the gesture. "And you?"

"I'm Michael Morningstar," the blonde answered, and his mouth twitched into an almost sinister smirk.

* * *

_Gwen was really screaming to be killed in this episode. Really. _

_Oh, I'm also going to start updating my _**Bio**_ the day before I upload a chapter. It'll tell you guys in the _**News**_ section for whichever story I happen to be currently on for the moment. Just something I thought you should know ^_^_

_Next chapter will be up soon!_


	13. I See Through The Lies You Are

**Next Deadline: October 5**

* * *

The mansion was enormous, ceiling stretching high above their heads and the sound of their shoes hitting the floor echoing throughout the halls. Ben glanced around at the place, with tall windows and comfy furniture, eyes finding a control room of sorts.

"What is all this stuff?" He asked, staring at the huge monitors and electronics. The omnitrix hummed on his wrist, occasionally sparking painfully against skin, but Ben ignored it for the most part.

"Some of my dad's Plumbers gear," Michael answered. "I brought it over from his headquarters." He looked at Gwen standing beside him, smile lighting up his features. "I could take you to there later if you want."

Gwen blushed, Kevin moving closer to the group from where he had been sulking in the corner. Ben sent him a reassuring smile that wasn't returned.

"We'd all like to see it," Ben offered up. He was probably a bit too excited, but for all the Plumbers they got on their team the closer they were to helping Grampa Max.

"It'd make my day," Kevin grumbled sarcastically, and Ben smacked him lightly on the shoulder. The omnitrix bristled at the contact, sending a bit of electricity at the action to the two of them, and Kevin yelped.

The others didn't seem to notice, Michael leading Gwen by the hand to a screen nearby. Kevin turned on the shorter, scowling. "What was that for?"

Ben held up his hands. "Sorry!" Kevin took his wrist, surprisingly gentle, making sure not to touch the watch.

"What is with this thing?" He murmured, frustrated. "Did you already manage to break it again, Tennyson?"

"Hey!" He scolded indignantly. "The omnitrix has been acting weird since I put it on. I did nothing." _Except take it off in the first place_, his mind reminded himself, but Ben chose to ignore that.

"Whatever." With that, Kevin released him, stalking over to his cousin and their new friend. Ben sighed, wincing at the rush of static running up his arm, but followed the other nonetheless.

Michael was saying something to Gwen when they came over, raising his voice so the others could hear. "I'm patched into the central Plumbers monitoring network," he told them. "It's connected to _everything_; global and interplanetary internet, Earthbound law enforcement frequencies- oh, and of course, the badge communicator channel."

Ben didn't even bother understanding most of that, and the omnitrix wasn't in a sharing mood. It was almost strange, having grown accustomed to sharing a mind with a supercomputer, now closed off and alone. Kevin, however, had looked impressed up until the last part, dark eyes glimmering, and Ben was reminded of one of the reasons the Osmosian had been a constant thought in his mind the past few weeks.

"Communicator channel?" He questioned, sounding puzzled. Michael aimed a smirk their way, thinly veiled and heavily amused.

"Yeah," he replied. "You did know the badges are communicators, didn't you?" That sounded familiar to Ben but Kevin only frowned, Michael simply choosing to turn away from the conversation.

Gwen's irises were alight with wonder, soft green gleaming in the chandelier light from above. "So, you keep an eye on things with this stuff and use your powers to help people?" She smiled even wider. "You're like your neighborhood's very own superhero."

Michael's voice was soft when he answered. "Never thought of it that way," he admitted. "But, I guess so."

Ben stepped closer to the others, smile on his face. "You know what I'm thinking?" He said aloud to nobody in particular, considering.

"I know what I'm thinking," Kevin grumbled, and Ben rolled his eyes. He had to raise his head to meet Michael's bright blue irises.

"You should join our team." The answering grin was just as bright as his own, making Michael's entire face come to life.

"Don't you think we should, I don't know, get to know this guy better first?" Kevin objected, arms crossed. Ben glanced behind him at the Osmosian, repressing the urge to stick out his tongue.

"What's to know?" He answered. "He's got the powers, he's got the gear-"

"He's got a sparkly trail when he flies-"

"- and it's what Grampa told us to do." Kevin, who had gotten grumpier with each praise, look taken aback at the stubbornness in his voice. Ben turned away, facing Michael once more.

"My Grampa was a Plumber," he said. "And he disappeared looking into this big alien conspiracy that's going on against Earth. We're trying to find him so we can stop it." He let that sink in. "Wanna help?"

Michael didn't seem to need much more convincing other then Gwen's excited nod. "I'd love to," he answered.

His watch seemed to disagree just as much as Kevin, choosing the moment to buzz loudly. He gasped in pain as it started to heat up, burning his skin. Green electricity ran down his arm, speeding along his left leg and striking the ground. The lights began to falter as the power momentarily went out, omnitrix searching for energy, and the sparks died down.

The lights switched back on in a span of seconds, Kevin having crossed the distance between them. His hand gripped onto Ben's wrist as if trying to keep the electricity in, and the shorter appreciated the effort. The buzzing came to a stop, leaving them in silence, but Ben could hear as the omnitrix started back up in his head.

* * *

The sky stretched above their heads in an endless dark canvas of glimmering stars, wind whistling through their ears. It was icy cold but Ben didn't feel it, leading the group as they walked.

It hadn't been long before the omnitrix had found and alerted him to a massive energy-drain, showing him the coordinates to the local power substation. Ben had given up trying to figure out why his watch had been acting even more strange today, instead taking the others to figure out the problem.

Kevin didn't leave his side as they approached the tall iron gates, almost seeming protective. He knew that him and Gwen had been concerned about him lately, and the episode a while back seemed to increase their worry. He didn't say anything for this exact reason, approaching the entrance with caution.

Ben's fingers found the broken lock, clasping it briefly in his hand. "Stay sharp," he warned the others. "We've got company."

He opened the gates, hearing them creak out into the night. Ben stepped forward, watching their surroundings as his team followed. He didn't know what to think of the place, with tall metal structures and energy radiating from all sides, but he could feel as the omnitrix resisted feeding off all the power.

"What's wrong with you?" He whispered, accusation being murmured just under his breath, but the watch didn't offer any reply.

"Sounds like that buzzing sound you hear in old monster movies," Michael noted helpfully, talking about the strange vibrating in the background.

"Anytime you hear a sound and your only reference is a monster movie, it's a good idea to walk the other way," Kevin told them, just as jumpy. Ben sighed at the two, slightly annoyed.

"Good rule of thumb," he murmured. The omnitrix put all his senses on high alert as they passed the corner, forcing his head to turn with an easy flick of his neck that should have had him killed. Ben gave a sharp intake of breath, feeling his bones adjust and the rest of his body turn, and the sight in front of him made him temporarily forget the sensation.

Two beams were bathed in bright electricity, aiming at a small human form between them. It was a girl, dressed in ratty school clothes, skin wrinkled and pale and hair frizzy around her broken face. She tilted her head, as if in a daze, staring at the group with empty sockets in place of eyes.

Gwen screamed, Michael coming forward and holding an arm out in front of her. Ben tensed, body finally rearranging itself, hand ghosting towards the omnitrix. The girl screeched, limping forward in a rage, and other victims in the same outfit crawled out from their hiding places amongst the machines and started towards them.

"The girls here are kinda weird," Ben muttered, watching their slow approach. His vision focused on the symbols speckled on their arms, and Ben resisted the urge to slam the omnitrix against the ground in frustration and slight fear. He prided himself on having complete control over his body, but this was getting seriously freaky.

Michael broke his train of thought, quite fortunately, speaking from his right. "They're wearing outfits from my school," he informed the others. "But I don't recognize them." He stepped ahead of Ben as the group got closer, firing a beam of golden light at their feet, and the zombie-girls stumbled back.

The omnitrix vibrated hard on his wrist at the action, power levels surprisingly low. Ben furrowed his eyebrows, mumbling a "thanks" to his new teammate as he considered the issue. Michael fired another energy beam at the enemy, careful not to wound.

"Try not to hurt them," he warned, sounding worried. "We might be able to reverse this whatever-it-is." Ben agreed silently, taking his chances and running to the abandoned beams. He placed a hand on the metal, his watch absorbing the left-over traces of power.

Ben flexed his fingers as the machine finished, feeling strangely rejuvenated. He knew it wouldn't last long, calculating the amount of power seemingly being drained each picosecond. He couldn't put a finger on what exactly was targeting his watch, growing more confused, and Ben didn't notice the enemy until she launched herself at him.

Ben yelped as he was dragged down, head hitting the floor hard, and his vision sank down into darkness.

* * *

_Hope you enjoyed! _

_On a side note, I'm going to start replying to any reviews in the Author's Notes. So, if you have any questions, feel free to leave a comment on your way out. News on my _**Bio**_ as always, and the deadline is above._


	14. Such A Pretty Toy You Are

**Next Deadline: October 19**

**WolfSoulProduction****: **Aw, thank you! This is one of the sweetest things I have ever read. Thank you for your support on this fic, you truly have no idea how much this means to me. :3

* * *

He gasped awake, lurching upwards. Ben's forehead connected with something above, and he heard a yelp of surprise. His eyes tried to focus through a blurry vision, finally making out Kevin.

The Osmosian's dark irises glimmered in the dim light of the car, pale skin glistening with sweat. His long hair came down in thin waves around his face, and Ben could trace the silhouette of his strong jaw in the semi-darkness. He flinched as Kevin aimed a harsh look his way, but still managed to find the obvious relief in his features.

"What the heck, Tennyson?" He demanded, but the words lacked their usual fury. Ben blinked in a slight daze, his hand reaching out. His finger brushed away a strand of black hair, ghosting over the red mark on Kevin's forehead from where it had hit Ben's. The taller froze, and Ben snatched away his hand, trying to hide the obvious blush as he looked around.

Ben was laid out on the passenger's seat in Kevin's car, door open wide and allowing the cool night air to drift in. It didn't spread goosebumps across his skin, and when he reached up above his eyebrows, there wasn't any sore spot like Kevin's. Ben frowned, but the feeling went away as he took in Kevin's position, leaning over him awkwardly under the roof of his car.

"What are _you_ doing?" He smirked, making to get out. Kevin stepped aside, watching as his shoes touched asphalt once more. They were still parked outside the substation, Gwen and Michael nowhere to be seen.

He glanced down at his watch, but it seemed pretty dormant for its part. The interface still glowed to signal its activation but it didn't spark at the slightest move, didn't beep or buzz or vibrate. He reached out with his mind where another presence had been looming for a while now but got nothing, omnitrix completely unresponsive.

Kevin ignored the question, catching where his gaze was directed. "Oh," he started somewhat sheepishly, rubbing the back of his neck. "It hasn't done anything since the, uh, since you passed out."

He furrowed his eyebrows, thinking back. Ben could remember trying to take out the brainwashed schoolgirl, recalling as she knocked him unconscious. "Why?"

"Well, after you went down," he gestured meaninglessly. "The omnitrix kind of exploded."

"Exploded?"

Kevin nodded. "And one of the towers came down, so the girls all ran off." He pointed behind, as if Ben was supposed figure out exactly where it happened from where they were. "Gwen and Michael are trying to find them right now and bring 'em back."

Ben looked down at his hands. If the machine had self-destructed, shouldn't there be some signs of damage? His head didn't hurt from the fall, his skin was still intact, and although it wasn't something that people usually complained about, something was wrong.

Kevin seemed to catch onto his train of thought, instead steering the conversation away. "We should go."

Ben tilted his head in confusion. "Go?" He questioned, but the Osmosian was already turning and walking back to his vehicle. He opened the car door in one fluid movement, sliding into his seat while Ben stood there.

"Coming?" He called out. Ben headed to his side of the car, bending over. His forehead rested against the glass of the window where the door had been closed, breath fogging up the material.

"Where, exactly?" Kevin waved him over urgently and Ben rolled his eyes, turning the handle. He sat down, car slamming shut at his side. "So?"

Kevin sent him an impish smile. "If I told you, you wouldn't come."

Ben hummed, pretending to be deep in thought. "Could it be," he proposed. "Because we shouldn't go?"

"C'mon, Ben," Kevin nearly whined. "I need your help." Whatever smart reply he had coming died on the tip of his tongue, and he gave in.

"I guess so." He had to admit, when Kevin's smirk turned into a sincere smile, his heart grew a little bigger.

* * *

The street outside the Morningstar Manor was empty, street lights flickering and casting shadows against the pavement. Ben stood beside Kevin's kneeled over figure, eyes gazing into the horizon's eternal darkness.

"We shouldn't be here," Ben reminded the other, voice drifting above the silence. His words prodded at a bubble that had started to envelope the two, sealing them away in the cold and the quiet. He sighed.

The lock-pick slid finely into the metal gaps in the lock, testing out the mechanism with a few slight flicks of the wrist. It twisted and touched, reaching out and trying to find the entrance's sweet-spot, and Ben knew it was only a matter of time.

"As you've said," Kevin murmured, concentrating. Ben felt like stomping his feet frustration.

"There isn't anything here!" He exclaimed. The shout echoed throughout the whole neighborhood, and he didn't need Kevin's glare to cringe. "Michael is clean," he said in a much lower voice, a voice that had nearly receded to the back of his throat, and it was Kevin's turn to sigh.

"If you're so sure, then what's the harm in snooping around a bit?" When Ben remained unfazed, he continued on. "I've got a bad feeling about this guy, okay? If you don't believe me, nobody asked you to come."

"You did," Ben accused, but Kevin was right. Even if he didn't like it, the other had a point.

Of course.

He crossed his arms over his chest, staring at the familiar green leather. "You're just doing this because you're jealous," he muttered.

Kevin looked at him for the smallest of seconds before focusing back on his task. "If you say so," he answered, and Ben didn't really want to say any more.

It wasn't too long before the door creaked open, polished oak revealing the dimmed interior. "And they say that I didn't learn anything in the Null Void," Kevin remarked with a sly grin, about to step in, when the bubble popped.

"Is Mike home?" They both turned to the source of the voice. It was the girl from the street wreckage, hair puffed up and brown curls licking her face. Her kind eyes stared at them from the bottom of the stairs, inquisitive. "He hasn't called me back since you and that new girl showed up."

Ben and Kevin shared a look. "Uh, Trina, right?" The older asked. "Yeah, Morningstar ain't here right now. We're just picking up some stuff for him."

Her lips were full and a flush, light pink, pulling into a frown on a pretty face. "Then you know where he is?" She suddenly lurched forward, fingers hooking onto Kevin's arm as her tone grew desperate. "Please, you have to take me to him!"

"No!" Ben was quick to say, shrinking back when he received a smoldering glare. Kevin lightly took back his arm, the girl's scowl deepening. "I mean," Ben tried. "He's busy."

"I need to see him," she swore, delicate fingers clenching into a fist. She held it at her chest, as if willing a too-quickly beating heart to slow. "Why won't he talk to me?"

Ben let out a small gasp as his vision was directed to her arm. It was gone in an instant, not giving him time to properly react as he focused on a small tattoo on Trina's skin. The design was the same as the marks from the other victims; a grey circle with the outline of a white star.

"Where did you get that mark?" Kevin questioned for the both of them. She shook her head, pulling down the sleeve of her button-up shirt to cover the design.

"I just want to see Mike," Trina pleaded. Kevin nudged Ben, leaning close to his ear.

"I saw that mark on the zombie girls at the station," he whispered. "Call me crazy, but is it possible that Morningstar is the one who's turning them?"

"You're crazy," he stated, matter-of-factly, stepping away as Trina came even closer.

"S'cuse us," Kevin said, putting an arm around Ben's shoulders. He let the Osmosian lead him away a few paces, closing the door as they went. "Look, it didn't really hit me until just now, but Gwen's been wearing her sleeves lower than usual. She's hiding something."

Ben looked back at Trina, seeing the marks that dotted more of her skin peeking through the fabric of her shirt. They were all the same tattoo, inked into flesh. "You're saying that Gwen has marks like _that_ on her arms?"

"I didn't see them for sure," Kevin admitted. "But it makes sense." Ben racked his brains, trying once more to reach out to his watch, more than a little shocked when nothing happened. He resisted the urge to scream, instead glancing around.

"Where's Trina?"

* * *

"I'm really glad we met, Gwen." She looked back at Michael, red hair pouring over her shoulders, green eyes glimmering behind thick eyelashes. She smiled, the whites of her teeth showing through pink lips.

"Me, too."


	15. I Would Have Broken You

**Next Deadline: November 2**

**WolfSoulProduction: **_Hehe, sorry about that. Hey, got it right before the deadline! I've been in a rush to update all my others today, as I apparently lost track of my deadlines. You actually read that section of my Bio? Wow. That's pretty impressive. I've just bought Fable 2, I hope that turns out better. Um, I honestly forgot all my favorite BeVin stories. Have you read Shotgun, by chance?_

**Avatar Aang: **_Thank you! I hope this chapter doesn't disappoint, and trust me, you'll find out soon. Well... maybe. _

* * *

The building was made like a castle, bricks forming to take a medieval structure. The moon glistened behind tall trees, shining amongst millions of stars now revealed in the forest. He stepped out of the car, watching as Kevin did the same.

"This is it," he declared, double checking to be sure this was the location his watch had given them. They had sent Trina home quickly after finding her hiding in the mansion, and shortly after Kevin had convinced his friend to search for Michael, stuck on the idea that it was the blonde who was turning the girls into zombies. "Can't wait to prove you wrong."

"Whatever you say, Tennyson." Kevin pointed to the thin trail through the trees. "That leads out to the highway we found Trina on. She didn't just stumble out there on coincidence- she was trying to get away from Morningstar."

Ben sighed. "Let's just bag the crazy theories for now and check on Gwen, okay?" If there was any real reason for him to be out here, it was probably a worry for his cousin, so he stepped forward and walked towards the entrance. Kevin followed behind, glancing around in the night.

They headed through the open entrance, walking down several steps. Ben was the first to see the central room, bright green eyes searching its contents. It was huge, large windows opened in order to see the scenery outside, floors gleaming and ceiling raised high. He froze as he saw the figure of a girl sprawled across the ground, another silhouette in the darkness bending over her form.

The omnitrix rang out loudly, vibrating against his wrist erratically, and the offender looked up. A burst of golden light took up the room, revealing Michael's face, and Ben could hear the "told you so!" on the tip of Kevin's tongue.

Michael slowly stood as the two raced towards him, leaving the girl alone. Ben felt like screaming when he saw it was Gwen, body covered in wrinkles and breath rising haggardly from her lips. She looked like all her blood and energy had been sucked from her form, the dazed eyes that stared at empty air lacking life.

He didn't even get time to activate his watch before being flung backwards, caught by the sudden beam of gold. Ben's head hit the ground hard, vision swarming as he tried to get back up.

"Get away from him!" Kevin shouted, absorbing the stone of the structure around them. He raced towards Michael, the blonde a mere form of shimmering light and gold. The Osmosian didn't even get a hit in before being blasted back, managing to land on his feet.

Ben finally stumbled up, turning on the omnitrix with a click. It sparked at his fingers even as the interface popped up, and when he pushed it down, the machine didn't react. Swearing under his breath, he instead ran over to Kevin, looking as Michael observed them over Gwen's unmoving body.

"What are you waiting for, Tennyson?" Kevin spat out, but it was all he got to say before being blasted back once more. This time, he slammed against the wall, and the rock covering melted off his skin as he sank to the floor.

Ben yelped, about to run over, but his watch took that opportunity to activate. He wasn't engulfed in the usual green light, instead watching as a beam of electricity hit Michael right in the chest. The blonde was knocked out of where he had been floating in the air, hitting the ground without his usual grace.

The victory only lasted a few seconds before the enemy rounded on him, and Ben groaned as he was flung back again. This time, he didn't try to move, muscles aching and head throbbing. Morningstar came over, gazing down at him with prideful white eyes, smirk plastered on beautiful features.

"You're mine now," he tutted, reaching forward. Ben barely had time to blink before Kevin sprung out in the way, hitting Michael with the force of his whole body.

"Don't you touch him!" He shouted, landing a punch to Morningstar's face. The blonde reciprocated the attack, slamming Kevin backwards, but the Osmosian got back up with vigor. He charged, lashing out furiously, anger increasing when Michael managed to dodge each swing.

Ben saw the hit when it was coming, attempting to yell out, but the warning came too late. Before the blast connected green swallowed his sight, obscuring the fight before him. Pain rippled across his whole being at the forced transformation, but it only lasted for the smallest of seconds before it was over. He didn't have time to recollect his thoughts as Jetray flew over, colliding with both the enemy and his friend.

Jetray screeched, watching as Kevin blacked out. "Hey, watch it!" He reprimanded, but the omnitrix wasn't listening. They flew into Michael again, smacking him with the underside of the alien's wing, talons reaching out to grab his form and throw him into the air. Morningstar hit the ground with a loud thud, body twitching, glow diminishing.

"Why can't you just go away?" He asked, venom dripping off each word. Jetray hit him again, whipping his tail across Michael's face.

"Why can't you just die?" He asked, but when the words came out of his mouth, they didn't belong to Ben.

* * *

The car came to a stop in front of the Tennyson household, but Ben didn't step out just yet. He looked at Kevin, fingers absently toying with his omnitrix as he tried to find something meaningful enough to say.

"Listen," he sighed. "I'm sorry for taking Michael's side over yours." He remembered how Gwen, even after being fully healed, had seemed so exhausted as they sent her home. All the girls had been, really, after being brought out of their zombie-like state, but it didn't help the overwhelming sense of guilt.

Kevin shrugged. "I told you so," he said, and Ben's fists clenched.

"No, it's more than that," he pressed. "I was in such a hurry to get this team, to follow Grampa's orders, that I didn't have your back. If I'm going to be a leader, I need to know better than that."

Kevin shook his head. "Ben," he said, sounding out each letter in the name slowly on his tongue. "You're beating yourself up over this more than you need to be. Yes, you made a mistake," he amended. "But so does everyone else. Even big-shot heroes."

He blinked. "Yeah," the hybrid murmured. "I guess so."

"There's no guessin'," Kevin told him, but the words lacked any rudeness. "Now get outta my car." He nodded, opening the door and sliding swiftly out the seat. Before he could close it, Kevin's voice called out. "Hey, Tennyson?"

"What, Levin?" The taller hesitated.

"How did you beat Morningstar?" He asked. "I mean, when me and Gwen were out of it. You never did say."

"Oh," he muttered, coldness seeping into his soul. "Just got lucky, I guess."

"There's no guessing," Kevin reminded him, but if there was any suspicion in his eyes, the younger didn't see it.


	16. You're Just Around The Corner

**Next Deadline: November 16**

**diskidi: **_Thank you, love! :)_

**Mirai Haruka: **_Glad to hear it! Um, I honestly can't say if there is going to be any serious love rivals here. Maybe Julie later on? _

**Guest:** _Yeeeeeaaaaaaaah_

**WolfSoulProduction: **_Just finished the main quest! But now my dog is dead... _

* * *

The sky was a dark indigo bathed in orange and pink hues, slight imprints of stars trailing the evening canvas like freckles. The car wash was abandoned except for the two teens standing outside, crickets chirping in the distance and the air feeling hot and humid.

Ben leaned against Kevin's car, looking at the taller with imploring eyes. The Osmosian shook his head, trying to concentrate on the open trunk of his vehicle to little avail.

"Uh, no," he answered. "Or lemme put it in another way- no."

"C'mon Kevin," Ben begged, and it sounded like a whine even to his ears. "He's my cousin. He was supposed to be home from college two days ago."

Kevin closed the trunk, crossing his arms and narrowing his eyes at the brunet. "And you want me to waste my time, driving my car, looking for your cousin?"

"I know how it sounds," he admitted, twisting the dial of his watch nervously. "The police said to wait. I'm sure he's fine. We just don't know where he is."

Kevin sighed, raising a single eyebrow. "Daytona beach or Fort Lauderdale," he suggested, and it was Ben's time to glare.

"He called from the road and said his car broke down in some town called Santa Mira. We haven't heard anything since. His folks are worried."

"And I'm supposed to care why?" Ben nearly screamed.

"This isn't about you!" He shouted. "I need you right now!" He took a deep breath, Kevin's face looking shocked. "Please."

"Ben-"

The hero reached out, taking Kevin's hand on an impulse. He held it in his own, trying to convey his concern in the touch, not letting his gaze on Kevin fall.

"This is important to me," he said. "I need your help."

Kevin stared at him, blinking owlishly. He finally withdrew his hand, but before Ben could say anything, he opened the car door. "You have the coordinates?"

Ben's breath hitched in his throat, and he nodded. "Yeah," he answered. "The omnitrix-"

"I'm sure." He slid in the car, starting up the engine, and the shorter took that as a cue to follow.

* * *

The skies had turned stormy as they drove along the empty highway, barren desert stretched to the horizon on either side. Gwen tapped her fingers on the leather seat from where she sat in the back, and Ben was thankful she had agreed to come.

"Thanks," he told the Osmosian, for what seemed like the hundredth time, and he didn't take it personally when there wasn't a response.

Gwen spoke up, crimson colored hair draped down her shoulders. "You're really sweet to do this," she said, and he glanced back at her through the review mirror. "Ken is-"

"What?" He choked out. "Your brother's name is Ken?" Ben held his lips in a straight line, rolling his eyes. "Ken and Gwen Tennyson? What's your folks' name? Sven and Jen? I'm talking to you, Ben-"

"Yes, our names rhyme, and you noticed," he interrupted. "Good for you."

"Just having some fun, man," Kevin amended, but he was still holding in some laughter. "I don't know what the big deal is."

"Ken took Ben to his first soccer game," Gwen told him. "When his band played, he snuck me and my friends backstage. Ken's the coolest guy in the world."

The clouds let droplets of rain fall, hitting the window with loud thuds as they went deeper into the world. Kevin switched on the windshield wipers, considering.

"Welcome to Santa Mira," Ben chimed in, and they passed the sign as he told them. His eyes unfocused slightly, omnitrix buzzing. "Don't stop going straight."

Kevin snickered. "There isn't many other options here," he noted, glancing around the one way road. Ben blinked, frowning, but Kevin was already moving on. "For a guy who's so cool, he sure picked a lame spot for spring break."

"Ken _is_ totally cool," Gwen swore, sounding like a petulant child. "And it's not like he picked where the awesome-mobile broke down."

He snorted at that. "The awesome-mobile?" Kevin questioned, giving a look to the brunet, but he only received a shrug in return.

"His car," Ben clarified. "I told you, he's cool."

"Oh, yeah," he answered. "Who could doubt it?" Ben sighed, punching him lightly in the arm, and Kevin poked his cheek hard in return. He spluttered and the Osmosian stuck his tongue out, Gwen interrupting before they could get much further.

"Do we have a plan?" She put in, giving them both a look. Ben thought about it.

"I can't track Ken precisely without a direct DNA sample or something of his car," he said, and he knew Gwen couldn't, either. "I say we hit all the garages in town. I can tell you where they are. Chances are, we find Ken's car, we find Ken."

"And how many garages can this hole support?" Kevin asked, peering out the fogged up windows. The town around was silent, rain coming down in sheets, and each corner revealed more of its shabby appearance.

The omnitrix buzzed, running numbers through Ben's head, and he tilted his head slightly. "There are five garages in Santa Mira," he answered, and Kevin whistled.

"Lead us to it then," he said, and Ben told him to make a turn.

* * *

Their feet thudded against the slippery sidewalks, air cold as it dug into their skin. The omnitrix sparked against his flesh, waves of green electricity traveling up and down his arms, bringing the scent of smoke to his nose.

Kevin gave him a look, hair plastered to his forehead. "Isn't that thing water-proof?"

Ben twitched as a spark of green buzzed against his cheek, and the taller lurched back. They were waiting for Gwen from where she was at the car, trying to rummage for an umbrella.

"Of course it is," he answered. "It just doesn't like the rain."

Kevin blinked. "Doesn't like the rain?" He ran a hand through his hair, pushing it back, and Ben watched the action with interest. "You know it's not actually alive, right?"

He was saved from an explanation as Gwen ducked through the storm, running towards them. Kevin shot her an unimpressed look.

"Told you I didn't have one," he chided. "Why don't you just use your Anecdite powers to make a shield or something?"

"Anodite," Ben corrected, and Gwen glowered at the both of them.

"It's called magic," she said. "I'm not an alien, Kevin." Ben raised up a hand to signal them to let it drop, going over to the garage.

"It's better not to attract attention to ourselves, anyway," he said. "You never know who's watching."

"This town is empty," Kevin sighed, but he moved over to where the hero was standing. Ben bent down, pushing his fingers under the garage opening, and he slowly pulled the cover up.

It squeaked as it opened, Kevin moving over to help. "So much for not attracting attention to ourselves," he muttered, holding it up for the other two to go under. So far, they had gotten away with peeking through the windows, but this shabby little place was closed off from their eyes. Not a good choice.

"Bingo," Ben said aloud, and Kevin supposed it was worth the effort. He slid through, setting the cover back on the ground, but not before turning on the light switch.

"Here it is," Ben told them. Kevin looked to where he was pointing. The garage was a small, crowded place, light bulb above flickering weakly over the mess of tools, and Kevin couldn't hold back the laugh that forced its way out of his mouth when he saw what Ben was talking about.

"That's the awesome-mobile?" He asked them, snorting at the mustard yellow old car. "That thing makes the Rustbucket look like a Ferrari."

"Whatever, Kevin," Ben sighed, going around the inside. His eyes scanned over the place, omnitrix silent on his wrist. Gwen stood over by the door, keeping lookout, Kevin walking over to the vehicle with a quizzical expression on his face.

He tried the door, unsurprised to see it was unlocked. The Osmosian's nose wrinkled as he looked inside. "Dirty laundry for mom to wash?" He asked them. "This guy really is a class act." Ben walked over, nudging Kevin's arm, and the taller moved to let him see through.

"There has to be a clue to where he is somewhere," he said, thinking. The omnitrix scanned the car's contents, looking for a trace of Ken, but it didn't have any reliable results to show its owner.

Kevin moved over to the hood, opening it up and taking a look at the car's engine. Ben straightened suddenly, eyes wide. "Wait!"

The Osmosian backed up. "What?" Ben got out of the car, striding over and taking his place at the engine. He picked a small violet device off the side of the machinery, holding it up.

"I could feel it in here," he said, staring at the tiny machine. Kevin choose to say nothing, simply watching with a slightly cautious look.

"What is it?" Gwen called, coming over. Ben held it up.

"I don't know," he admitted. "The omnitrix doesn't recognize it. There's just something off about this thing." Actually, when he thought about it, there was something off about everything. The whole town was eerily silent, and he couldn't brush off the sensation that someone else was here.

"It's obviously alien tech," Kevin told them. "The designs in the metal give it away, and it's the only thing in here not covered in rust."

"It projects a field that dampens internal combustion," Ben informed them, the omnitrix leaking tiny bits of information in his brain. He could tell that the watch was almost frustrated, as if it could feel the emotion, unable to register the bright purple symbols engraved in the object's form.

"His car was sabotaged," Gwen realized. "Why? Ken's too-"

"Too cool?"

"Too normal," Ben finished. "He doesn't know anything about the aliens. Why would they go after him?"

Gwen leaned over, putting her hand along the side of the hood before drawing it back. "Gross!" She said, and his watch beeped. Ben looked over, seeing the gooey substance that covered her fingers, trailing around the pale skin.

"It's from the DNAliens," he told them, remembering the un-named species from before. "Their bodies naturally produce the substance." He glanced down at his watch, which had started to beep repeatedly. "I don't know much more beyond that, but the omnitrix doesn't seem to like it."

Gwen made a face, about to speak, but the beeping turned into an outright screech. They all jumped, Ben's head turning on its own, and his eyes widened as he caught sight of the owners of the house.


	17. The Rain Just Keeps Coming

**Next Deadline: November 30**

**PhineasFlynns: **Glad you liked! :)

**Guest:** Okaaaaay

* * *

Kevin and Gwen followed his gaze, looking at the two who had entered through the door silently. His hand tried to cover up the omnitrix as they approached and the screeching died out immediately, but his senses were endlessly screaming at him.

"What're you doin' in my garage?" One of them drawled, voice friendly enough, but Ben narrowed his eyes. The other man placed down the cardboard box he had been holding in his hands, smiling at them creepily. "You want is to call the sheriff?"

"Yeah," Gwen replied, crossing her arms. "You do that. I bet he'll be interested to find out what happened to the person that owns this car."

"What do ya mean?" The same man answered, tilting his head owlishly. "How should we know? He dropped off the car, we fixed it, and he didn't come back." The ever-present grin melted into a frown as Kevin turned the engine on, hearing it sputter.

"You fixed it, huh?" Kevin had a smirk on his face, tone daring, eyes glancing at Ben. The other boy didn't meet his gaze.

"Well, we- we was aimin' to fix it," the man swore. "But things got busy here."

"Yeah, workload looks brutal," Kevin noticed, sounding unimpressed. Gwen started to sneak around the back and investigate as the Osmosian kept the two men busy, Ben silent as he thought, and it finally clicked.

He suddenly yelped in surprise, stumbling back, feet getting snagged on a wire behind. Kevin caught him before he could trip, helping him straighten out, but the teen only rushed forward at the two men. He punched one of the intruders hard, knocking him back, and the mask on his face short-circuited.

The DNAlien underneath flickered for a moment before fading back, but the damage had been done. His friend retched, launching a ball of slime from his mouth, propelling it at the teen. Ben flew back into Kevin as it hit, both of them going down.

Another ball was thrown at Gwen, knocking her into a small pile of boxes. Ben grunted, untangling himself from the goo and rolling off of Kevin, and he activated the omnitrix with a push of the interface. The world exploded in a burst of green, his bones expanding as his size doubled. Humongousaur's back hit the ceiling as he grew, roaring out his name and lunging at the DNAliens. He grabbed it before it could escape, launching ghe enemy at the wall and watching it as it's body crumpled to the floor.

Kevin dashed towards the other one before it could escape, knocking it back with a metal-coated fist. Gwen shakily rose from the boxes, walking over to them as the omnitrix timed out, and Ben kneeled down to scan the alien and confirm it was still alive.

"Now what?" Kevin asked him, Gwen leaning against the car as she rubbed at her head. It was lightly bruised but it would heal, and he sighed in relief. Ben looked up at his friends, a small idea starting to take form in his mind.

* * *

The three stood underneath the jutting roof of the town's diner, protected from the heavily falling rain. Clouds formed thickly in the sky but no lightning came, giving the whole place a murky and dark feel.

"I thought that if we retraced Ken's steps, we would find him," Ben explained, omnitrix having followed his cousin's lifeforce and lead them there. "But it's empty."

Kevin sighed, going to his car parked a few feet away. The others followed, opening up the trunk and revealing the kidnapped DNAlien. Ben looked down at the monster, green eyes almost remorseful, before turning away.

"Okay, start talking," Kevin ordered. Ben glanced down as the omnitrix starting beeping again, his friends following the gaze.

"What?" He asked, tapping it, but it didn't stop. "What is up with you today?" His arm lurched up without his control, pointing at a piece of cloth spread out on the wet pavement, and the omnitrix stopped beeping and scanned it. "Unknown DNA sample acquired," he choked out, not meaning to speak, and Kevin looked at him dubiously.

"What?" He asked, but Gwen stopped him from answering, picking up the cloth.

"Guys, look at this," she said, holding it up. His eyes widened at the Hawaiian print, damp and muddied. "This is his favorite shirt."

"Who's favorite shirt?" Kevin asked, and Ben took the cloth in his fingers.

"Grandpa Max's," he answered, voice dazed. Gwen stomped angrily to the DNAlien, heels clacking against the ground, and a wave of mana came from her hand and latched onto the alien's neck.

"Why was Max Tennyson here?" She hissed out, eyes narrowed. It lurched and squawked, unable to break free. "Tell me!"

It's voice clicked, sounding strange and choked. "He wanted to find a kid," it told them.

"Where is he?"

"I don't know!" It swore. "I only saw him in the diner, but he got away before I could follow. I had come back to get reinforcements-"

"Not him," Gwen interrupted. "The kid. Where?" It shrieked as the mana tightened. "The hatchery!" Ben grabbed her wrists, causing the redhead to release the spell.

"That's enough," he said, and she closed her eyes, taking a deep breath. Ben let go, stepping away, glancing over to the Osmosian. Kevin only shrugged, grabbing the tied-up DNAlien and throwing him out on the street.

"Guess we're going to the hatchery," he told them, stepping into the car, and they ignored the alien's pleas of help as they got in.

* * *

The hatchery was some kind of sewage plant, just on the outskirts of town. Kevin parked the car, the three stepping out and dashing to the gates building. Gwen's mana opened up a seam in the gate and they squeezed through, walking through the plant's grounds.

Rows of greenish liquid lined the walkway, warehouses dotting the way to the entrance. A weather machine stretched out in the distance, close enough to make out clearly, a whirlwind of rain and hail circling it in the sky.

They ducked behind a warehouse, wary of patrols. "I'm cold and wet," Kevin complained, kneeling next to his friend, and the brunet rolled his eyes.

"No duh," he answered, pointing to the machine. "The aliens are changing the weather to for... whatever it is they're doing." As much as he hated not knowing the omnitrix hated it infinitely more, and he scowled.

"How do we get in without being spotted?" Gwen asked, red hair plastered down around her face, strands of it stuck to her cheeks. Ben tilted his head, looking around. There was a high percentage chance of them being spotted if they just ran for the doors, and the blueprints outlining themselves in his mind revealed no other entrances close by. Except... he gasped, quickly running forward to the pools of green water, making sure to stick to the ground as much as possible.

Kevin and Gwen stuck close behind, the group stopping short at the rows. "These tunnel down to the inside," he told them. "If we just swim along until we reached the walls of the hatchery, we should be able to dive down and follow the sewage system inside." Kevin frowned.

"How do you even know that?" The Osmosian demanded, but Ben only shrugged.

"Lucky guess," he shrugged, knowing fully well that they didn't believe it, but he knew they didn't have time. "We need to go." He dived into the muck before they could object, careful not to get the omnitrix wet. The other two jumped in with a large lack of excitement and they started to swim towards the building, successfully shielded from prying eyes for the time being.

"Next time you ask me for a favor, remind me to say no," Kevin grumped from beside Ben, Gwen taking up the rear. The shorter had to help from flinching every time the omnitrix hit the water, a small wave of displeasure coming each time as he swam forward, but there was nothing to help it.

"Stop being such a baby," Gwen reprimanded. "My brother is somewhere inside there with the DNAliens."

"At least he's dry," Kevin reminded. "And this stuff smells like-" he was interrupted as Ben yelled out, diving towards Gwen, but the Anodite's head went under before he could reach her.

"What happened?" Kevin yelped, and Ben only shook his head, diving under. His eyes couldn't see through the liquid and he quickly rose up, searching out for her lifeforce, but the omnitrix couldn't get a good signal.

"Something took her," he gasped out, cold rain from above hitting his face painfully. "I just felt it nearby and-"

"And how exactly did you?" Kevin yelled. "How are you doing this? What-" he faltered, voice shrinking a little in his throat. "What's been happening to you, Ben?"

"It doesn't matter!" He shouted. "That won't bring her-" A burst of pink light made him stop, a DNAlien floating to the top, unconscious. Gwen swam up to the surface, rubbing the green water out of her eyes.

"Are you okay?" Ben asked, pushing the alien's body away, confirming that it hadn't died. Gwen nodded, nose scrunched up in disgust.

"Ew," she muttered, and he couldn't help the little bubble of laughter, mostly fueled by relief. Kevin cracked a tiny smile while Gwen glowered at her cousin, but he couldn't bring himself to care.

"C'mon," he finally told them. "There's only one way from here." They had reached the end by now, wall slightly raised to allow them to dive under and go through the tunnels.

"You don't mean-" Kevin only sighed, looking at Ben. "We're not done talking, you know." Ben shrugged, sticking out his tongue. Before the Osmosian could tell him off he swam under, going past the walls and inside the hatchery.


	18. Lead Us Into Doom Again

_Sorry about missing the deadline! Expect an even longer update tomorrow to make up for it, guys, and thanks for being so patient. Love you humans!_

**Guest #1: **Yeeeeeeeeeeeaaaaah

**PhineasFlyns: **Pfffft, you know that's why we love him ;D

**Guest #2: **Ooooh, you're onto me with that theory right there. Kinda scary.

**Guest #3: **I know, I'm sowwy. :(

* * *

It was a whole different world underwater, vision blurred in an array of murky greens. Ben swam through, not daring to look down, praying that the Omntrix wouldn't spark him as he was submerged.

His head broke the surface, eyes adjusting to the change in scene. He opened his mouth to take a breath but found he didn't need it, while his friends gasped and swallowed the air hungrily. Ben shrugged it off, searching the inside of the hatchery with caution.

His ears picked up a strange splashing in the water, neck snapping behind to the source of danger. Kevin yelled out, struggling against an unformed DNAlien, kicking it away swiftly. It flew out of the pool they were in, soaring almost majestically into the air, before skidding to a stop in front of its friends.

The three swam closer, back-to-back, every move being watched by the swarm of aliens all around. "We aren't that stealthy," Ben whispered.

"Nope," Gwen agreed. He chuckled, turning on the omnitrix. It glowed brightly, waiting for its owner, and he selected a transformation at random.

Big Chill glided into the air, spreading his large blue wings. He sighed a sigh full of icy frost, whispering his name loud enough for his enemies to hear. The Necrofriggian phased through a row of DNAliens, freezing them solid, before diving back to grab Kevin by the shoulders. He hoisted the Osmosian up, dropping him on another cluster of enemies, and Gwen swiped the last of them away with a well-placed mana disk.

"There's easier ways to get rid of 'em, you know," Kevin grumbled, rubbing his head. Big Chill landed by him, helping him up with a swift jerk of his right wing.

"I'm aware," he teased. "There's bound to be more on the way. The omnitrix is trying to get a fix on Ken at the moment, but it's a slow process." Kevin smacked him on the head and he winced, glaring, but the Osmosian only shrugged innocently.

"Is there a way to speed it up?" Gwen spoke up, sweeping her hair away from her bright eyes. Big Chill would have frowned if it was biologically possible, shaking his head slightly.

"Not really," he admitted. It was scanning the hatchery while simultaneously cataloging the structure's blueprints, and keeping points on all other life-forms. It was a dizzying thing just to be connected to the machine, and he had a feeling he would just make it angry if he tried to mess with anything. "It's, uh, busy." Gwen nodded, pretending to understand, but their ex-con friend wasn't nearly as compliant.

"Busy?" Kevin snarked. "I know I already said, but it's not human, Benji."

"You have said," Big Chill agreed. "And no, it is not." Kevin scowled.

"We're not done with this," he promised yet again, bracing himself as more DNAliens started to rush at them. Gwen fired an assault of mana towards the group, Kevin springing out in front of Big Chill as if he was sufficient protection, ready to attack. He almost joined them before pausing, and the Necrofriggian watched owlishly as the first DNAliens were pushed back, being struck by a sudden train of thought.

They had always been strange creatures, seemingly appearing from nowhere. There wasn't any history of the beasts, nothing to trace back, no home planet that he could track. It made one think, really.

Gwen lashed out as one tried to claw his face off, sending him a look, but he was already distracted by the few DNAliens that had just come from the main entrance. He came forward, idea an uncomfortable sensation in the back of his mind, and the fuzzy thoughts floating in the murkiness of his subconscious suddenly clicked together. The Necrofriggian yelled out, voice raspy but still heard, and his friends paused.

"Ben?" Kevin asked, curiously, traces of something that was almost concern dotting his tone. Big Chill didn't pay him any mind, eyes frozen on one of the enemy aliens. It was lunging around spastically, bumping into its comrades, and he could see a familiar face behind the monster.

The Necrofriggian launched himself over, swatting away the other attackers like flies. He wrapped the unique alien in his wings, Kevin knocking away any enemies that got too close to them. "Ben, what are you doing?" He pressed, and Big Chill stared at him eerily.

"It's Ken," he breathed. The omnitrix confirmed this, beeping on his chest once before giving out. Ben shouted, tripping as the green light cleared, and Kevin managed to catch him before he fell.

Ben straightened up, sending a nod towards Kevin in appreciation. Gwen was already by her brother's side, hand outstretched centimeters in front of his face. "I wouldn't do that," Ben warned, the numbers in his head favoring the chance that Ken would bite the Anodite's fingers off.

She took his advice, backing away slightly. "I can't believe it's really him."

"That's Ken?" Kevin snorted. "He's actually less cool than his car." Ben rolled his eyes, about to tell his friend off, but he stopped short when Gwen grabbed his wrist.

"Ben," she begged. "We've got to help him." The tips of her fingers nearly brushed against his watch, the brunet watching closely, careful not to let them touch the machine. He had a feeling it wouldn't be appreciated.

He cleared his throat. "His mind," the teenager told them. "It's morphed. They've infused his DNA by-" he cut himself off, the actual explanation much too lengthy. "Point is, they've changed Ken's head, and I can't be sure if it's permanent."

Gwen's chin trembled as Ken snarled angrily. "What did they do to him?"

"What they did was set me free!" He yelled, and Ben blinked in surprise. By his calculations the test subject shouldn't have been able to form a coherent sentence this early in the transformation, much less show such a strong case of emotion. He barely managed to dodge Ken as he made to claw the shorter's eyes out, Kevin jerking him out of the way just in time.

"Thanks," he mumbled, but the Osmosian was glaring.

"Get your head outta the clouds, would ya?" He snapped. "We need to take him down." Kevin coated his hand in cement, running forward, but Gwen shielded her brother with a surge of magenta.

"No!" She yelled out, and Kevin stopped. "Don't hurt him! He's just sick."

"This goes beyond sick," Kevin reminded. "Gwen, he's gone."

"No, wait," Ben interrupted. Another idea, and this wasn't over yet. "I don't know if this will work or not," he admitted.

"It's worth the shot," Kevin pressed, and Ben consented.

"Listen, the thing on his face. See it?"

The ex-con grunted. "You mean the alien leeching it off? 'Cause there's not much of the human bit of it left." Ben didn't bother with an answer.

"If we can pry that off, there's a small chance of him reverting back," he informed them. Ken struggled against Gwen's mana bonds, shrieking. "How are you sure?" Kevin asked, but Ben didn't answer that, either.

The Osmosian sighed, seeing defeat, and he reached out. His fingers wrapped around the premature DNAlien stuck right to Ken's face, tugging on it roughly. Ken screeched, trying to break free, and Ben winced at the sudden distress level he gave off.

"Stop!" Gwen demanded, and he had a feeling she could feel it, too. "You're hurting him." Kevin scowled, letting Ben gently pull his hand away. The omnitrix started beeping as it got close enough to Ken, and the three stared.

"What's it doing?" Gwen asked him, but he could only shrug. Ben straightened up suddenly, fists clenching.

"Severe genetic damage detected," he spat out, words not belonging to his. It was just as strange a sensation as it always was when the omnitrix decided to take control, and he couldn't help but be relieved that it didn't go for full on possession as he came back. It was too weak, anyway.

Ben squinted, trying to avoid his friends' worried looks. "What was that?" Kevin muttered, but he stayed silent.

"Hello?" The hero questioned, tapping his watch. "Omnitrix?" It beeped, buzzing against his skin, and Gwen frowned.

"Ben, what are you trying to do?" She asked him, irritated. "We don't have a lot-"

"Genetic code-splicing error," he cut off swiftly, voice sounding monotone and slightly _off_. "Should we attempt to repair?" He blinked, in a slight daze, flexing his fingers as he was given back control.

"Is it..." Gwen faltered. "Is it talking through you?" Ben didn't face her just yet.

"You mean fix Ken?" He asked it instead, avoiding. "Uh, yeah. Let's do it." His arm snapped forward on its own, hand pressing against Ken's temple, and the machine started to buzz louder.

"Ben, what are you doing?" Gwen asked him, stepping back as his watch's ever-present glow began to increase.

"I'll tell you when I figure it out," he replied. The DNAlien lashed out, tentacles wrapping around his face, and Kevin yelped in shock. He felt the Osmosian try to pull him back but he kept his grip on Ken, unyielding, and his senses were dulled into oblivion.

Ben was in the abandoned building one second and gone the next, mind leaving his body. His eyes were swallowed completely by green, subconscious submerging with the inner workings of the omnitrix. He was seconds away from becoming lost in the power, skin pulsing with strange light and eyelids slipping closed, before the omnitrix pushed him away.

His eyes snapped open. Ben lurched, coming back to reality, and the monster infecting Ken was pulled right off. The brunet held the small creature as Ken groaned, Kevin righting him to his feet, and he let the Osmosian grab the tiny alien and chuck it into the pool.

"I need to get a manual for this thing," he moaned, brushing away Gwen's stressful glances. Ken came to as the mana holding him in place shimmered and disappeared, kneeling in front of the three. Ben dropped to his level, watching the man he had looked up to for years shiver and shake in waves of nausea and fear.

"Everything's going to be fine," Ben promised, and it was a just as much as a reassurance for himself at it was to Ken. "You're okay now."

"Nothing is okay," Ken stuttered, face clammy and unnaturally pale, brown hair plastered to his cheeks. "I captured Max," he told them. "And I handed him over to them. I- I couldn't stop! It was like I was watching someone else."

Ben stiffened, and his wild musings were buried for the time being. "They have Grandpa Max?"

"It's why they took me," Ken said. "They knew he'd come for me. They needed him out of their way. Their plan, it's terrible." Ben stood, expression determined.

"We'll go get him," he swore, mind already making out the layout of the building. He wasn't eager to refer to his watch but he didn't have time to concentrate on the scene, bigger problems snagging his attention.

Ken stood, shakily, and the shorter knew what he was going to say before the words lifted off his tongue. "I'm coming with you."

Gwen brushed a string of red hair behind her ear, looking doubtful, and Ben shared the same thoughts. Even without the omnitrix's frequent scans he could clearly see that his cousin wasn't fit for fighting, at least not now. At the same time, he wasn't prepared to let the college student roam around on his own just yet.

"You want to help?" Kevin asked, and Ben figured that if anyone was to choose, it should be the Osmosian. The taller glanced down at him, but there wasn't the regular smirk on his features. Instead, there was respect.

"What are you thinking, Kev?" He questioned.

"I think that's pretty cool," he admitted. And Ben was left to lead the group of four to their doom.


	19. And We Go Down

**Next Deadline: December 14 2014**

**WolfSoulProduction: **Eeek, I know, 'm sorry! And thank you, love. You know it makes me über happy to see your kind reviews. Pssst, I tried to put a little extra Bevin in here 'cause you requested. ;)

**Guest: **Awwww, thank chu! I hope you like this chapter even more.

* * *

The four fought their way to the heart of the hatchery, leaving the toxic pools behind and heading into the more alienated sections of the building. The steel walkways started to grow infected with vines and globs of green slime, putrid smell filling Ben's nose, but at least he knew they were getting closer.

Gwen made sure to guard her brother, keeping a constant shield of mana up. Ken seemed to be taking this alien business fairly well considering, and Ben was thankful for the moment of calm amongst the chaos.

He glanced down as the omnitrix recalculated, buzzing against his wrist slightly. Ben was too distracted to see the alien before it was rushing towards him, and he flinched, blinking in surprise as it was batted away with a large stone fist.

Kevin smirked at him, and he returned it with a small grin. The delay took precious seconds that the omnitrix counted on an internal timer just to spite him, and the smile dropped just as quickly.

"C'mon," he urged, picking up the pace, and Kevin was the only one who bothered to speak up as they continued.

"This is where your gramps is supposed to be?" Ben nodded.

"Just down a little bit more-" he skidded to a stop, the Osmosian bumping into him, but he managed to stay up. The path had turned suddenly into a sort of control room, watch shutting off momentarily to get to full charge, and he realized they were alone.

Ben's vision focused on a figure in the center of the room, heart beating irregularly in barely contained stress. He dropped all caution as they got closer, seeing the Hawaiian print from the dim lights of the area.

He ran past a series of panels onto the platform where Max was huddled over, seeing him stand as Ben called out. He caught the brunet in a hug, and the hero felt like a little kid again as his grandfather spun him around. Kevin smiled slightly and Ben caught the look as he was put down, but he could only smile wider.

"Grandpa?" Ken spoke up, and Gwen turned around from where she was getting her own embrace. Max let her go, eyes shining.

"Hey," he greeted, tones rough, and Ben exhaled. It had been a while since he had heard his grandfather's voice.

Ken's chin trembled. "I'm so sorry." Max stepped up, pulling Ken into a bone-crushing hug.

"Me too, Kenny," he murmured. "It's okay." He pulled back, facing Ben, and the teenager could see the pride in his features. "I knew you could do it, Ben. All of you."

"Even me?" Kevin joked, and Ben punched him in the arm. Max only chuckled.

"Even you, Levin," he replied. "I've been watching. You've come a long way. Might even have earned that Plumber's badge you swiped." Ben snickered as Kevin's expression soured, stopping short mid-laugh.

"They're doing something," he warned, narrowing his eyes. "What is that?"

"What?" Max furrowed his eyebrows, seeming slightly concerned, and he was interrupted as the make-shift speakers overhead came to life.

"_Attention, all personnel_," it droned, and he couldn't place the voice. "_Initiate project DNA now_." Ben jerked, looking around, and he caught sight of the stained glass window at the far wall. The five ran over, looking out over the grounds.

The lanes of green liquid were drained dry, DNAliens on hovercrafts pulling out hundreds of tiny hatchlings from the very bottom. They started to carry them over to trucks, storing the premature aliens away.

"What are they doing?" Kevin muttered, and Ben glanced at him briefly.

"They're making a DNAlien army," he answered, backing away from the window. All the enemy life-forms seemed to be heading away from their control room, abandoning the hatchery.

"Ben," Max said, grabbing him by the shoulders. "You have to stop them. These things must be destroyed." Max pushed him away gently, towards the exit, and he got the message clearly enough.

His friends were already backtracking through the halls, waiting for him, but Ben paused just outside the corridors. "What are you going to do?"

Grandpa Max looked dangerously determined. "Whatever I have to," he replied, and Ben didn't like the odds of that. Even so, he turned away, hurrying down to the lot outside.

He pushed his way to the front, leading the other three through the building. It was only a little detour to get to the trucks being loaded, Gwen blasting one apart as they got there.

The aliens hissed at her, rounding on the group. "Nice one," Kevin remarked, looking on the carnage with mild appreciation, and he snorted when Ben nudged him. The shorter left the three, activating his watch at random as he ran towards their attackers.

Jetray leaped into the air, blasts of green lasers tearing apart a few more trucks. He caught sight of Ken as his cousin grabbed a long metal pipe from the wreckage, using it to whack a DNAlien away. Jetray dove down as Kevin rushed to the college kid, grinning sheepishly.

"Hey," Kevin greeted, putting a hand on the pipe, and his skin absorbed the metal. Ken gaped at him, the Osmosian seeming to enjoy the attention for a moment, and he didn't notice Jetray until the Aerophibian had him by the shoulders.

He tossed Kevin clumsily into the air before dropping him above one of the trucks, watching as his friend fell like a bomb. "Tennyson!" He complained, groaning from the hole in the vehicle he had made, and Jetray shrieked in an imitation of a laugh. This was definitely his favorite fighting technique.

Jetray narrowly avoided a stray disk of mana, tail spiking up instinctively in shock. It hit a canister of oil a little ways away, making the nearby trucks explode in a cascade of sparks and flames. The Aerophibian grabbed Kevin and carried him away from the damage, transforming seconds before he could properly land, and they both tumbled over the concrete.

Ben grunted, flattened out over his friend, and a pair of dark eyes blinked up at him dazedly. He felt his face heat up in a blush, getting to his feet, reaching over to pull the Osmosian from the ground.

"You alright?" Kevin made an attempt to form a coherent sentence, settling for flicking Ben on the head. The brunet winced, making to speak, but he was cut off as the ground started trembling. The hatchery's windows flashed spastically with bright white light, a loud siren sounding from inside its walls, and Ben heard a timer start ticking off in his head.

He cursed, rushing back inside. "Hey!" Kevin called, but the shorter ignored, knowing the rest would follow. He knew the layout of the building nearly as well as the back of his hand (or rather, the back of his watch) by now, finding his way to the control room just as it exploded.

Gwen pulled him back away from the entrance as it burst into smoke, putting up a shield of mana to block out the dust. Ben narrowed his eyes, the timer still ticking, and it felt like there was a stray itch in the back of his mind that he couldn't quite reach.

He broke through the shield cleanly, ignoring his teammates' warnings. Ken was the first to catch up, grabbing him by the arm, and Ben frowned at his cousin slightly.

"What?" The taller scowled.

"Slow down," he said. "Shouldn't we stick together?" Ben sighed.

"Yeah," he reluctantly agreed, pushing away the omnitrix for now. It sparked at his fingers but he disregarded the show of anger, looking around the control room. Wires spread across broken control panels like spider webs, running along trenches in the ground and shards of glass. It smelled of smoke, smoke that threatened to cloud up his throat and suffocate him until he was gone.

"Well, was I right?" Kevin asked him, bumping his shoulder. Gwen took up the rear with her brother, hands coated in magenta energy.

"Yeah," he admitted. "Worst road-trip ever."

"You got that right," Kevin replied. Ben paused, tilting his head, and his ears picked up the sound of battle just as his watch tracked it down. "Follow me!" He yelled, turning on another hall, and this one lead to an even bigger room that was just as destroyed.

The Highbreed was huge, flossy white skin thinly covering its bones, deep red pairs of eyes glaring coldly through the clouds of dust. It lunged forward with a gigantic clawed hand, towering over Max easily, snatching the Plumber up just as they ran in.

"Hey!" Ken yelled, and the Highbreed turned on them. "Let him go!"

"Stay back," it growled, "or this one stops breathing." It wasn't a bluff, Ben could tell, and even if it was his rapid calculations didn't work much in their favor. He shook his head just slightly, a silent order to obey, and the other three consented.

"Give it up," Ben snapped. "We've beaten you. Your factory's trashed, your trucks are destroyed. It's over!"

"Fools," it snarled, gripping Max tightly with spindly black talons. "More trucks can be here in a matter of hours, and my xenocyte hordes-"

"They're already here," Ben realized, feeling the sudden rush of life-forms. The omnitrix scanned the perimeter of the hatchery, finding a small army waiting for them from all around.

"Exactly," it hissed. "It ends here." He sneered at Max. "And with nowhere left for you to run, it appears."

"I wasn't running," Max quirked, and there were secrets hidden deep inside his cunning grin. "I was looking for the egg machine." He slipped something out of the pack fastened along his belt, holding it for the Highbreed to see.

Ben narrowed his eyes at the weapon, omnitrix feeding him a spout of information. "A Null-Void warp projector?" He asked, regretting the words as soon as they were out.

The Highbreed roared. "You think you can imprison us all?" Max only chuckled, but it wasn't out of humor, and Ben found himself slightly apprehensive at the look in his old man's eyes.

"No," Grandpa Max admitted, ripping off the focusing lens. Ben gasped as sparks rolled off the broken weapon, the power inside spiking up as it grew unstable. "But without this little part, it'll do a pretty good imitation of a hand grenade."

Ben's eyes widened in disbelief. The plan was insane! The charge would easily take out half a mile, and the numbers shifting rapidly in his head confirmed that there was no way they were going to get out of range in time.

"You would not do that," the Highbreed promised. "You would be destroyed. And your offspring." Ben grasped desperately for a solution, mind working a million miles an hour and yet not working at all. It was like the whole pressure of the entire world had compacted itself into an invisible weight that pressed down on his shoulders, and he found he couldn't move.

"Gwen," Max called out. "Throw up an energy field around you and the boys and hold on tight. And-" he faltered. "Be a good girl."

He got ahold of himself, but only by a fraction. "No," Ben breathed. "Grandpa Max! Please!"

"I'm sorry," he apologized. "It's the only way to make sure they don't do to the rest of the world what they did to Ken." Ben shook his head, not willing to register what was happening. "You'll have to take it from here. I believe in you, Benjamin. All of you."

"No," he swore. "No!" Ben made to rush forward but two strong arms grabbed him before he could, Kevin pulling him back. The shorter yelled, fighting against the Osmosian's hold, but he was only pulled closer away.

The hatchery erupted, magenta mana hiding them from damage. He didn't let the fear close over his heart, knowing that Gwen's power would be enough to protect them, and he honestly didn't think he was capable of feeling anything just then.

The end came in a rush of purest white light and then it was gone. Gwen dropped the shield, uncovering them from the wreckage. Where the enemy base had been was now a large crater, digging deep into the Earth. There was barely any traces of the building left that hadn't been burnt away, and nothing of the monsters or his grandfather.

There was... nothing.

Kevin was the only thing keeping him from giving out, knees wobbly and weak. He held the shorter up as Ben shook in barely constrained sobs, eyes shut closed, not wanting to see anymore.

"Wow," Gwen murmured, speaking first, and Ben opened his eyes. He stared at the ground, tennis shoes covered in dirt, looking insignificant amongst the fields of black.

Kevin hummed in agreement. "Yeah," he said, and Ben was thankful that he didn't let go just yet. "That was pretty hardcore."

"He saved the world," Ken told them, as if they hadn't been there. "He saved all of us." They looked at Ben, almost expectantly, and the hero searched deep in his gut for courage.

"He did," the brunet agreed, voice raspy, still looking for a shred of hope that hadn't been torn away. "For now."

And he found none.

* * *

The rain came as a constant pattern of thudding against the car's roof, giving Bellwood the sweet smell of an approaching storm. Lightning raked across the grey skies, illuminated the cozy town, thunder its constant companion.

Ben watched as his two cousins hurried through the onslaught, making way for Gwen's house. It was a strange thing to see Ken again, especially under the circumstances, but he knew the older could keep a secret. And, if he was going to be honest, he couldn't bring himself to care much.

What was the point? His grandfather was dead. He had failed, and nothing mattered.

Kevin nudged him slightly, and the shorter glanced over. They were sitting alone in his car, still parked outside Gwen's house, Ben silent in his spot in the shotgun seat.

"What're you thinking?" Kevin asked him, voice gentle, and he sighed. The windows were slightly foggy, rain trailing off their sides in little streams, and he watched them go.

He shrugged. "Nothing."

Kevin frowned. At loss, he switched on the heater, drumming his fingers against his wheel. It didn't do much to warm Ben's ice cold skin, as if the warm air wasn't enough to penetrate the flesh.

"That's a lie," he accused, and Ben narrowed his eyes.

"And?" Kevin looked down, and he had to push away the guilt. His leather jacket felt strange, felt constricting, trying to strangle him and drag him underneath its depths.

"You know," the ex-con said, "you still haven't told me." The brunet looked at him strangely.

"Told you what?" Kevin grinned, pointing at his watch, and Ben looked at the hourglass interface he had come to know so well.

"About that," he answered. "You owe me, y'know."

"Why do you care?"

"Several reasons," the Osmosian told him. "Something's going on, Tennyson, something big, and only you seem to know what it is. There's no point in having a team if you're not going to treat them with respect. Keeping secrets isn't respectful."

"Like you can talk," Ben snapped, but the insult didn't do much to change the taller's mind.

"Ben."

"What, then?" He demanded. "Why don't we get Gwen in here, too?" Kevin huffed.

"It's not up to me whether or not you're brave enough to tell her about your watch," he said. "But I'm not going to let you leave 'till you fill me in." Ben squinted, trying the door handle, but he already knew it was locked.

"Fine," he gave up. "What do you want to know about the omnitrix?" Kevin rolled his eyes.

"How about everything?" Ben thought about it, just for a mere second, before letting it all go.


	20. Down By The Pier

**UnrulyDreamer:** Thank you! I'll be honest here, out of my whole navy of ships, BeVin is my OTP. So you're not alone! And no worries, I'm not planning to give up on this story anytime soon.

**PhineasFlynns: **Haha, I literally can't stop laughing, your review is absolute gold. XD

**WolfSoulProduction: **Kevin will always be there for his Benji 3 Thank chu, but I don't know if you'll like this chapter ending nearly as much. I apologize...

**Guest: **Here is more! :P

**Lord Davai: **Thank you! I actually constantly worry I'm being too OOC for these guys, so it's a relief to hear you say that. Here it is :)

* * *

The stands were quiet in anticipation, tennis ball launching into the air again and again only to be knocked back down. Ben and Gwen sat amongst the spectators, watching the two girls playing.

Julie Yamamoto swung her tennis racket, the ball arching to the other end of the court. Her competitor retaliated with an aim just off, and it hit the net, giving Julie the advantage. She grabbed the ball, holding it in slim fingers.

Julie glanced over at Ben, smiling at him with bright brown eyes. He blinked, grinning back, and she waved before going back to the game. Gwen smirked at Ben.

"See?" He shrugged.

"See what?" Above, fluffs of white clouds shifted in the indigo sky, flitting around one another like puzzle pieces that wouldn't fit.

The redhead tutted, nudging him with her elbow. "She waved at you." He hummed in agreement, and his cousin snickered. "She totally likes you. You should ask her out."

"What?" He asked. "No way." He couldn't quite place the reasoning behind his reluctance, but it just seemed like a bad idea.

Gwen rolled her eyes. "Why?" The fingers of his left hand twitched slightly, luminescent green watch enclosed on his wrist.

"What is she finds out about the omnitrix?" He replied, and it sounded more like an excuse than a reason. "She might think I'm weird."

"You _are_ weird," Gwen teased. "But you're also funny and sensitive and well-mannered." She glance to the side, where Kevin was passed out on some empty stands. "Unlike somebody I know."

They were interrupted as Julie hit the ball with all her might, causing it to dive through the air, and her competition wasn't quick enough to block it. They all stood, cheering, an eruption of applause making itself known from across the audience.

Gwen jumped up, heaving Ben by the arm. She started dragging him through the stands, ignoring his yelping. "What are you doing?"

"Now's your chance!" She said, jumping down from the steps. His shoes hit the ground, stumbling to keep up with Gwen's quick pace.

"My chance?" He asked, getting no answer. Ben only managed to look ahead as he was shoved forward, coming to a stop in front of Julie. He felt his cheeks heat up as she looked at him, smiling.

"Hi, Ben," she greeted. Her black hair fell neatly around the curve of her face, freckles dotting her cheeks.

"Oh, uh, hello," he mumbled. Ben looked behind at his cousin, the Anodite sending him a wink. "Congrats on the win."

"Thanks," she replied. "I appreciate you coming."

"No problem," he chirped. "Have you, uh, met Gwen?" He jabbed a thumb over his back and Julie glanced behind, waving at the redhead.

"So, what's up?" She asked him, Ben twiddling his thumbs nervously.

"Oh, nothing," he shrugged. "Just, uh, great match, game, set, whatever." His voice cracked slightly, and he could hear Gwen giggling. "So, yeah. Bye."

"See you," she said, about to turn around, but Gwen grabbed his shoulders and pushed him closer. He stumbled inches away from her face, lips all too noticeable in the lack of space.

"Oh," he murmured.

"Back so soon?" She chuckled, and he took several steps back. Ben laughed awkwardly.

"Uh, yeah," he said, rubbing the back of his neck. "So, um, Julie-"

"Tennyson!" Kevin called, one second stands away and the next second only a few feet apart. Ben couldn't have felt more relieved.

"Kevin!" Gwen hissed, obviously not sharing his sentiments. The Osmosian ignored her, grinning slyly.

"I just wanted to ask Benji here somethin'," he said, sounding much too innocent. Gwen glared, tugging him back.

Julie had a strange look on her face, one he couldn't read, so he didn't try. "Um," he cleared his throat. "I was going to ask you if maybe you wanted to, uh, get together sometime?" He pushed the question out along with the rest of his courage, finding himself teetering off the edge of self-doubt.

She looked confused. "Are you sure?" Ben nodded.

"Why wouldn't I be?" Kevin escaped Gwen's wrath, stalking over, and he threw an arm over the brunet's shoulders. Ben only felt his face heat up more.

"We really should get going," Kevin muttered. "It's important."

"Like, important, important?" He asked, unsure. Kevin shot him an award-winning grin.

"More important than you realize," he promised. "But we need to go now." He nodded, about to move, but Gwen grabbed Kevin by his ear and pulled him back. Ben stumbled, a bit surprised at the lack of his Osmosian friend, and Julie caught him by the hand before he could fall.

Their hands stayed together for a moment longer than they needed to before he took his back. Her eyes glittered at him dubiously, as if considering, and he felt like he was being pulled apart with the gaze.

"I should probably find out what he wants," Ben said. "Sorry for, uh, bothering you."

"It wasn't a bother," she promised. "I just wouldn't want to get in the way." He furrowed his eyebrows.

"In the way of what?" Ben asked, and she tilted her head.

"You two," she answered, gesturing to where his friends were arguing. "You both are obviously really close. I wouldn't want to break that up."

"What?" He asked. "No, Gwen's fine with it. She likes you." Julie raised a delicate eyebrow, as if knowing something that he didn't, and he fidgeted nervously.

"Okay," she finally said. His eyes widened. "When?"

"When?" He repeated, and she giggled. 'When' was like a 'yes', wasn't it? Only more specific, more expecting, more committed. He felt a wave of uneasiness in his gut, and it almost made him sick. "Uh, tonight? I mean, we can go to the pier. Tonight."

"Okay," she said. "Tonight. I better go hit the showers." A lump rose up in his throat but he pushed it down, feeling like a puppet with all its strings knotted up.

"Yeah," he said. "Uh, me too." It was an awkward sentence that he had said mostly just to get the excess jumble of words out of his mouth, and he regretted it instantly. "I mean-"

Gwen wormed her way into their conversation, saving him from further embarrassment. "He'll meet you at seven," she called over, and Ben glanced at his cousin gratefully.

"Thanks for the help," he muttered, glancing at Julie as she left the field. It was eerily quiet, the crowd having dispersed a while ago, and he was glad no one else had been there to witness his blunder.

She opened her mouth, about to speak, but Kevin walked over to the two before she could. He seemed like he had gotten his fair share of berating, and strangely enough, there was almost a look of betrayal sprawled across his features.

"Kevin," Ben called out. "What did you want to tell-" the swift punch to his jaw cut him off, not enough to bruise but enough to sting. The shorter wobbled back in surprise, looking at the Osmosian's already retreating back. "What was that for?"

He didn't answer, already heading out. Ben looked over to his cousin but she seemed just as shocked as he did, frowning slightly. "I'll go after him," the redhead said, running back, and Ben was left alone.

* * *

The hero looked at himself long and hard in the mirror, reflection staring back with unblinking green eyes. His skin seemed to be a deeper tan than it had a few months ago, brown hair feeling fake and glossy under his fingers. Ben sighed.

"I look horrible," he muttered to his room, with its clothes tossed all over the ground and lamp that had burnt out a long time ago. He wasn't prepared for it to answer.

"Says who?" Came a voice from behind, and he jumped. Kevin was leaning against his open door with a coy smirk on his lips, looking all too much like the eleven year-old boy he had met in New York years ago.

Ben shuffled back. "How'd you get in?"

"The regular way," he shrugged, taking a seat on Ben's bed. "Incidentally, you might wanna get rid of the hole I punched in your back door before your mom sees."

"You couldn't knock?" He asked, taking a cautious seat beside his friend. It almost seemed like a strange sort of revenge.

"I sorta did," he defended, scooting over, and Ben crossed his legs over his sheets. The brunet scowled.

"Anyone ever tell you you're a strange and dangerous person?" He rubbed his chin where the taller had punched it hours ago, wincing.

"All the time," Kevin replied, watching Ben's movements. "It hurt?"

"Well, duh, you just hit me for no-" he stopped short as Kevin reached out, cupping his hand underneath the curve of Ben's jaw and lifting it up. He could feel the Osmosian's breath against his skin, sending goosebumps along his arms, and his eyes nearly crossed to meet Kevin's in the close proximity.

"You'll be fine," he said, meeting Ben's gaze, but he kept his hand where it was. "If I wanted to hurt you, I would've."

"You did," he mumbled, sounding whiny, voice slightly muffled from the position. "Why'd you punch me?"

"Doesn't matter," Kevin brushed off, releasing his hold. It seemed colder, being farther way from the Osmosian, and Ben hadn't really felt coldness in a long time. "Gwen says you need a favor."

He blinked. "Yeah," Ben admitted. "I kind of wanted to go to the pier."

Kevin chuckled. "Why, Benji, if you wanted a date you should've asked me sooner. You know I'd say-"

"With Julie," he cut in, not quite wanting to know how that sentence was going to end.

"I bet you do," Kevin said, and there was an undertone of hurt buried in the taunt.

"Well, since I don't have a car-"

"Or a license."

"-or a license," he admitted, "I was wondering if you could give us a ride?" He waited for an answer, preparing himself for the let-down.

"'Kay," Kevin said instead, shrugging, and he stood from the mattress. Ben narrowed his eyes.

"Okay?" He repeated. "That's it? No jokes or blackmailing? No insults? Nothing?" Kevin paused, looking back, unimpressed.

"Nope." Ben thought about that.

"Wow," he said. "Um, thanks." Kevin nodded, coating his hands in the metal of Ben's door before stepping out. It slammed shut behind him, the plaster around the knob tearing off, and Ben winced. "Knob's broken," Kevin called out, all too obvious, and he heard the Osmosian's footsteps as he retreated.

Ben only sighed. "This is going to be fun."

* * *

The car ride was silent, full of sentences gone unspoken and fleeting glances gone unseen. Ben could make out only glimpses of the world outside as they blurred from his window, his seat in the back a weird change from the front, and he sighed quietly.

It was incredibly uncomfortable, Gwen sending him a smile every so often of encouragement, but he wasn't one to make any moves. Julie sat beside him, arms almost touching, gazes always missing when they tried to meet.

Kevin broke the silence with the smoothness of crunchy peanut-butter. "Now, Benny," he said, voice deeper than usual. "Mom and Dad want you home early or you can't go to the disco."

"Disco?" Julie whispered.

"He watches a lot of re-runs," Ben explained. He would know; Ben watches them with him. "Give me a break, Kev."

"Gosh," he exclaimed, faking surprise. "What do you mean, pumpkin?" Ben blushed, stuttering on a response, and it only earned him a smug grin and a wink.

"You know exactly what he means," Gwen scolded. "At least when Ben likes a girl he asks her out. Maturity. Isn't that a novel approach?" He felt like hiding- he guessed Gwen still hadn't gotten over the fact Kevin hadn't taken her on a date.

Kevin didn't bother with a reply, or even acknowledgment. "Ben's got a girlfriend," he teased, singing the phrase like a nursery rhyme, and he was tempted to turn into Big Chill right then and phase into the seats.

It was only a few more minutes of teasing before they made it to the pier, car coming to a stop in front of the entrance building. Ben opened the door, holding it out for Julie, and she smiled at him shyly as she started to walk in.

Ben made to close the door, freezing as the omnitrix buzzed. It snapped his neck to the side and he freaked, tripping over the sidewalk and landing hard on his back. He supposed it had been too long since he had been controlled, and the experience never dulled over.

He groaned, neck aching, but it didn't kill him like it should've. Ben let a pair of hands help him up, thankful for the assistance that was always there.

"You alright?" He blinked around, still distracted, but his watch seemed too busy to tell him what was up.

"Yeah," he dismissed. "Thanks, Kev."

"Julie," she said, and there was a bit of disappointment in her tone. "It's Julie."

"Oh," his eyes widened. Ben looked around for the first time, and he caught a snatch of the back of Kevin's car as it drove away. "Sorry." She sighed, heading inside the building, expecting Ben to follow.

The teenager hesitated, just for a moment. There was an explosion of guilt rolling around in his gut, and it only strengthened as Kevin and Gwen disappeared around the corner. Why should he feel guilty? Gwen had wanted him to get with Julie. And Kevin-

He gulped. Was that it? Why would it matter? He didn't owe Kevin anything, and there should be no reason why the taller wouldn't want him to be with Julie. He wasn't leaving the team. He was getting a girl.

Ben groaned, frustrated, but he didn't have time to stand alone on the streets. Making a decision he already regretted, the hero turned his heel, going inside.

* * *

The pier was practically a little amusement park, games lined up on either side of the walkway and the smell of popcorn strong in the air. He could see the top of the Ferris wheel as it spun without stop, vendors handing out funnels of cotton candy.

They walked side-by-side, shoulders brushing occasionally. "I'm sorry about Kevin," he apologized. "I don't really know why he's so mean to me."

Julie looked up at him, only a few inches shorter. "I can think of a few reasons." He shrugged.

"I don't know," he said. "I guess it makes him happy."

She sighed. "Yeah," Julie shrugged. "Maybe." Ben felt like he was failing at something here, but he just didn't know what.

"Man," he continued, changing the subject. "Slow night. It's usually packed on weekends." She took his arm, face leaned against his shoulder, and he could see her gentle smile from where he was.

"Good," she said. "It means we have this place all to ourselves."

"Yeah," he replied, grinning. "I guess we do." The omnitrix decided to bump in and remind him he was wrong, shrill beeping making him jump, and Julie released his arm. His fingers flew to his watch, trying to switch the machine off.

"What is that?" She asked, eyebrows furrowed. "Is that a watch?" He smiled nervously.

"Yeah, uh," he stuttered, trying to muffle the noise. "It's broken, I need to get it fixed. Hey, uh, like cotton candy?" He didn't wait for a reply, starting to back away. "Great! You stay here, I'll be right back."

Ben ran off, turning the corner and ducking behind an empty stand. "What are you doing?" He whispered, prodding at his machine. "Can you please stop?"

It seemed to heed his pleas, beeping cutting off, and he breathed a sigh of relief. "That's more like it," Ben murmured, standing, but the victory was short lived. He looked over as screams started echoing from the bumper cars, people running from the ride as the building started to spark.

He stumbled back as one of the bumper cars broke free from the ride, rolling around on the plank floors. It skidded to a stop in front of him, revving its engine. The car was black with green lines running along its length like a design he knew too well, and if he concentrated, he could feel the advancement of machinery and an almost sort of life underneath the metal.

"Woah," he warned, putting his hands up in surrender. Ben barely managed to dodge out of the way as it lurched forward, trying to run him over. He shouted out, racing the opposite direction, bumper car right on his heels.

Ben hopped over one of the cotton candy vendors, sending a weak apology as he passed. He slid behind two closed game stands, hiding in the crack between them, panting. He could make out the bumper car as it zoomed through the empty walkway, looking for him.

He twitched as the car started to send out pulses, omnitrix exploding into another wave of beeps. Ben cried out, squirming, the pulses making unpleasant waves of pain travel up and down his spine. His hiding spot was revealed as he ran out, and he wasn't able to move in time as the bumper car collided into him.

It hit his legs roughy, making him stumble back into the seat. Ben groaned, blinking back into reality as the pulses stopped, world whizzing over his head as he was carried through the pier.

"I am so done with this," Ben grumbled, rolling out of the seat. He hit the ground hard, getting to his feet as the bumper car stopped moving. It turned, facing him, engine screeching.

He narrowed his eyes, fists clenching. "Are you just going to stand there?" He taunted, and it seemed to disagree, diving forward. He jumped out of the way as it collided into an empty stand behind him, being crushed by the rough impact.

Ben caught his breath, staring at the broken car. "I really hope there's a reasonable explanation for this," he muttered, turning his back on the alien ambush and going back to his date.

He rushed past the small cluster of people and silent rides, grabbing a couple of cotton candy funnels along the way. Ben found Julie talking on the phone by herself, and she quickly hung up as he approached.

"Sorry," Ben apologized, holding the two treats in each hand. "You would not believe the line."

She raised an eyebrow. "Ben," she sighed. "There's no one here."

"Except for the concession stand," he lied. "The business there is booming." She looked at him sadly.

"I thought you stood me up," Julie admitted. He frowned, dropping the act.

"I would never do that," Ben promised, sincere, and she nodded. He held up the treats. "I brought cotton candy," he announced, attempting to brighten the mood. "Blue and pink. Your choice."

She picked the pink one, and he grinned, biting down a piece. It melted in his mouth, lips and teeth stained with blue, and she giggled. Ben laughed with her, both of them smiling under the endless canvas of stars.

* * *

_Okay, lemme just say that I completely apologize for this. You have no idea how much I wanted to cry, but I needed to write some Benlie in here. Please don't pelt me too many with rocks. _

_Also, because of the holidays, I don't know how much I'll be able to post. If I can I'll squeeze another chapter into December. Expect updates to return to their regular times in early January, and if you celebrate, happy holidays! If not, have an awesome day, and thanks for the support. _


	21. Under The Weight Of The Lake

**Sorry for the horribly long wait! I'm glad to be back, though, and the updates will return to normal from now on. Maybe sooner if I can? Thank you for all of your guys' patience and support, you all are amazing! :)**

**PhineasFlynns:** I'm sorry! *hands tissue* The mean writers of this episode and the hopes of having a realistic BeVin relationship build-up made me. I'll make it up to you :3

**Guest: **Here is more! Just a bit late, sorry...

**WolfSoulProduction: **Aw, thanks! Was it? This chapter definitely wasn't earlier, sorry! And writing Benlie is like watching Lucien shoot my dog, I'm afraid.

* * *

The sleek white cart sped along the tracks, roller coaster diving down from the peak of the ride. The metal tracks rattled as it ghosted across them, people on it screaming as they zoomed past.

Ben glanced at Julie. Strands of her short hair fell into wide brown eyes, head turned upwards to catch the full roller coaster in her sight. He smiled slightly when she looked at him, and Julie returned the grin.

"This looks fun," Julie commented. Ben stared at the ride, stars peaking out from the gaps in the metal poles that held it up.

"Especially if you don't mind wrenching G-forces and waves of nausea," he joked, and she giggled.

"Are you saying you don't want to ride it?" She nudged Ben with her elbow.

"No," he amended. "I'm saying its a good thing I didn't get us the cheeseburgers." She giggled harder this time, just as several excited screams came from the barreling cart. He caught a glimpse as it blurred down the sloping tracks, blinking slightly as the contraption flickered in the dim moonlight. Ben looked closely, watching a black film cover the glinting metal, strings of green lines spanning over the ride that hadn't been there seconds before.

Ben blanched, and Julie stopped laughing. "Ben?" She asked. "Are you okay?"

He cleaned up his expression with a forced grin. "Me? I'm fine. No problem." The reassurances didn't sound very reassuring. "Listen, maybe we should skip this one."

"Ben," she drawled teasingly. "Are you hiding something?" The omnitrix felt heavy on his wrist.

"No, no," he dismissed. "My life's an open book. Just your basic regular guy." The black faded from the roller coaster as he watched. Ben held in a sigh of relief that was short lived, his watch swiveling his eyes to the side. His vision fell on a model jet plane, supposedly a small ride that had an "Out of Order" sign tied to one of its wings. The plane's grey covering turned to black, green webbings making patterns that he couldn't read.

She followed his gaze. "What are you looking at?" Julie questioned. "That ride's broken." He grabbed her arm, and she turned quickly back to him, confused. He started to pull her away and it wasn't a second too soon, the jet sparking to life. The few people nearby yelled out, and Ben pulled his friend away as fire blasted from the model's engine and filled the night with smoke.

The two ducked behind an empty concession stand, Julie's pink jacket soft underneath his fingers. He pulled his hand away. "Sorry."

"For what?" She muttered, breathing heavily. Ben winced as the omnitrix made itself known with shrill beeping, and she watched as he stood. "Where are you going?"

His mind faltered, looking for an excuse. "Uh, bathroom?" Ben left it at that as he sprinted away, and the layout of the pier sparked in his mind. He made his way to the bathrooms, hiding behind the shack, back pressed against the wooden walls.

Ben switched on the omnitrix with a push of the side buttons, the bright holograms popping up from its hourglass interface. "This looks like a job for Jetray," he decided, selecting the Aerophibian, but the ground trembled as he tried to push down on his watch.

A boom sounded over the pier, loud noise covering over the endless mantra of beeping from his device for a fleeting moment. Ben heard as the rocket took off into the air, stumbling over as the Earth rocked on its axis. The holograms switched as his watch was smacked against the floor, and Ben was swallowed by green.

His skin hardened, fingers becoming indistinguishable as they morphed together into large claws. Ben's brain expanded rapidly in his skull, pupils becoming lost in his eyes. The flash dispersed and left him veering in the dark, suddenly standing on more than two legs, and he realized the omnitrix was just as surprised at the transformation.

The Cerebrocrustacean blinked. It was a tiny movement that compensated for the whizzing of his thoughts. He teetered on his pincers, feeling like ten year-old Ben in Grey Matter's skin, like someone had taken a human brain and put it into a pigeon's head- and he was the pigeon.

An endless amount of information he had never learned flooded into his now humongous brain, and it took each piece in, hungering for more. He was a thing that survived on knowledge and retained every bit of it. He could see the outcome of every move to make, could calculate mental measurements of every object in his sight, find the constellations hidden in the wide field of stars overhead and list the planets hidden in the folds of space, he could-

He could do _anything_.

The crab-like alien grunted, disentangling himself from streams of thoughts that wrapped around his mind like clingy Morning Glory vines. "I'm not Jetray," he squealed, voice higher pitched and tinted with an air of snobbishness. "I'm a seafood platter. And, apparently, one in possession of a highly advanced intellect." A belt of metal wrapped around his middle, and the face of the omnitrix glinted from his waist. Or, at least, as much of a waist as he could have in this form.

He clicked his claws together, savoring the sharp snap that it created. "Ergo, perhaps I should assign this new life form a more apropos nom de guerre." It was a tradition, wasn't it? "Brainstorm," he purred out, and his omnitrix was a small presence in the back of his spanning mind that hummed in affirmation.

The jet shrilled noisily above him, and Brainstorm turned, only seeing the edge of its pointed nose as it floored him. The Cerebrocrustacean clambered to its pincers, tasting the coiling tendrils of smoke left behind from the dive. He felt dizzy, shocked that he hadn't seen the move coming. There were limits, it seemed. Disappointing limits.

"Now I am most decidedly miffed," he shrieked, and instinct kicked in. The plates of shell covering his head slid back smoothly, exposing the pink tinged flesh of his brain. Electricity sparked from the organ, shooting up into the sky and to the offending model plane. It dodged them easily, and he could heard the happy whistling it gave.

"What the deuce?" Brainstorm stopped the onslaught, being retaliated with laser blasts. It was maddening. According to his calculations, ones he had made in his human form thanks to the alien device strapped to his skin, the old plane ride had been incapable of simply rocking back and forth extensively moments before. Now it was able to fly around like a real jet and shoot alien lasers. He hadn't been aware whatever alien life possessing it was able to moderate and even expand upon the basic design of its inorganic host.

He caught a small gasp that came from behind, spying the Yamamoto girl hiding behind the shack mere feet away. Strangely annoyed, Brainstorm reached out with his newfound telekinesis, enveloping the human in an incandescent force field. The yellow span of energy shaped itself into a sphere and lifted into the ground, protecting the shouting girl from any abstract laser blasts as she was transported to the other side of the pier and away from battle.

He turned his attention back on the attacking plane, shooting that same wave of energy. It broke through any opposing blasts and hit the jet, sending the model farther into the air. The broken mess made a wide arc across the starry sky, carrying a thick trail of smoke with it before crashing into the deck. It skidded across the wood, falling over the edge of the pier and tumbling into the dark waters.

He waddled over to the crater it left. "And good riddance, might I say," Brainstorm gloated to himself, turning his back on the drowning wreck.

* * *

He met Julie at the near end of the pier, heart pounding from the run across the whole carnival. Strangely, he wasn't nearly as tired as he should have been, stamina surprisingly strong. Ben brushed the thought away, giving his date a wide smile.

She didn't bother to hide her exhaustion, chest rising up and down spastically. Her black hair was mused about her face, a layer of sweat coating her forehead, and she distinctly looked like she had just finished an hour long tennis match. "Did I miss anything?" He asked, faking surprise.

"What?" She gaped at him, and he felt almost cruel. It wasn't his fault all these amusement park rides decide to declare war on him, was it?

"Are you okay?" Ben went for the concerned approach, and it wasn't that staged. Being carried through the air in a bright yellow bubble after witnessing a battle between a space crab and a rocket ship was bound to screw with your sense of sanity.

She stuttered through a response. "Wait, you- you mean you didn't see it?" And the guilt pressed on.

"See what?" His watch chimed in just in time with its spot-on impersonation of his alarm clock, and the interruption was followed by a mini earthquake. Behind him, the lake trembled, waves rising and falling against themselves as something broke their depths.

She pointed, backing away. "That!" Ben turned. It was the alien's best amusement ride claim of the night, and he distinctly wondered how it had managed to possess the whirling cart ride without him noticing. It stretched into the air, carts hanging from its long metal arms, sentient pulses of technological waves messing with his watch.

The alien reached over and scooped Julie into a seat, kicking under her legs and bringing her up. Ben shouted out as the ride strapped her in, holding her above the panicking waters. "Ben!" She screamed, teetering uneasily in the monster's hold.

The thing lashed out with another of its arms, Ben barely rolling out of the way in time. Its empty cart thundered against the wooden ground, creating a large hole in the deck. The surrounding area of the void shook, and their weakness combined with his weight caused the planks to fall. His hands grabbed onto the edge of the wood, Ben holding himself up as his legs dangled over the edge, feet kicking away at empty space.

He could hear Julie calling his name but couldn't look, listening as the screams got quieter with distance. Ben's arms shook at the strain, giving in within seconds. The teenager fell back-first into the recoiling waves, cold water hitting him like a concrete wall and pulling him deeper under.

Shock washed over him along with a rush of adrenaline, vision swallowed by black. The omnitrix was a dim green glow in the darkness that forced his mouth shut, battling against the instinct to yell out for help. Ben sluggishly tried to righten himself, tried to swim to the top, tried to grab ahold of the situation.

The watched lessened its hold, directing its attention to activating as he seemed incapable of the action. He breathed in a mouthful of water against his will, arms struggling to breach the surface. His attempts faltered slightly, Ben yelling out for help, his words bubbling around his ears. The salty water stung his tongue and rushed through his throat, staining his mouth with its taste.

Ben found himself drifting under, but it had more to do with a sensation of surprise. There was a timer running in the back of his mind, telling him he had been under for over two minutes, and three quarters of that time he had been breathing water. Yet, he wasn't drowning. He was still alive, fully conscious, spiraling under the weight of the lake.

His feet touched the ground, landing on hardened sand. Ben's watch had long since stopped trying to activate itself for him, instead observing the situation like the average, brainless machine that it wasn't. He wasn't breathing, but he wasn't dying. He was a little boy at the bottom of the lake that should be dead but wasn't.

Ben finally moved his hand to his watch, and it flickered to life under the water.

* * *

**Happy Valentines Day!**


	22. And His Eyes Were The Universe, Part One

**So sorry for the lack of updates, I meant to have this up much sooner but was terribly sick and couldn't really do much writing for a while. Anyway, I'm glad to be back with you lovely people, and with a new chapter! **

**remisolleke: **It scares the sh!t out of me, too.

**Guest: **Ahhhhhhhhhhhh

**Arandomnerd: **We share the same awesome OTP, then. Thank you! Glad I didn't disappoint, I could never write anything that isn't BeVin for this lovely fandom. It's a huge relief to know I'm managing to keep these dorks in character :) Thank you again, and hope you enjoy this chapter!

**Guest:** Thank you so much! I've always thought that the omnitrix would be really cool sentient, and as you will probably tell from this chapter, I'm going to expand on that quite a lot. And I'll always try to put as much BeVin as I can get away with, don't worry ;)

* * *

The giant carnival ride clad in black and green film thundered along the freeway. Its metal legs punctured the asphalt, cars along the roads swarming away like tiny ants. Jetray hovered over the mess, thoughts a train burrowing in his brain.

Along the west side of the road stretched an evergreen forest that lasted for miles. Countless trees peppered the lush plains, contrasting with the dark waters on the east that glimmered in the moonlight. The Aerophibian could hear Julie's screams from above, and combined with all the chaos it shattered the serenity of night.

He couldn't attack directly in fear of harming his date. "We could always try the indirect approach," he murmured, and with that he dived down to the speeding mechanism.

Jetray meant to tear off one of the more intricate pieces of the inner machine, omnitrix instructing him on where to go. A surprise cart burrowed into his body before he could be warned, flinging Jetray away. He rolled in midair before coming to a slow halt, wind cocooning his velvet wings.

The machine burrowed into the forest. Jetray winced, surprised cop cars hadn't made their way into the scene. The highway was becoming more and more abandoned as pedestrian vehicles fled. He followed the carnival ride warily, making sure to stay out of reach as the rampage went onto grass fields.

The machine screeched at him as it noticed his hovering. Jetray screamed back on instinct. "What do you want?" He demanded. Too much had happened that night, and he didn't care for this anymore.

The ride lurched at him, nailing him with another carriage. Jetray wasn't at his best. He squawked as his back hit a redwood tree, wings getting tangled in branches. It served as a proper distraction.

He emerged from the leaves. Immediately, the lack of his friend was noticed, no longer flailing from the carts. "What did you do with Julie?"

"I'm right here!" She yelled out. Jetray focused his gaze on the girl, standing behind on of the ride's metallic legs. He touched down on the ground nervously, unsure of why she had been let go, unsure of why the monster had taken them here.

Her hair was a messy halo about her head. "How do you know my name?" She seemed strangely calm for al that was happening, but the monster had at least let her go. Either way, he knew she had a strong will.

There wasn't a point in keeping it a secret any longer. "Don't be alarmed," he started anxiously. "Just don't be scared, okay?" Her large brown eyes gazed at him nervously. The omnitrix flared on his chest, and her sight darted quickly to it and back. He ignored the commotion. "It's- it's Ben. I'm Ben."

Julie's silence was louder than any noise. He could see the disbelief prickling behind her irises. Making the decision, he pressed a clawed hand to the hourglass interface on his chest, bright light enveloping his body. His fingers touched the soft fabric of his black shirt, hand positioned as if it were gripping his heart.

Ben fidgeted. He looked to the ground, waiting. Finally, a response came. "You're a monster?"

There were a million different things he could have said at that moment. "Well, more like ten."

Ben could feel the air shift, her hand reaching out. It didn't touch him, so he took it, holding her fingers in his palm. The brunet slowly withdrew his touch.

"That's pretty cool."

His head snapped up. "Really?" She nodded, smiling widely at him, a small bruise on her chin. The teenage hero opened his mouth to speak, interrupted before the words could be pushed out.

The machine screamed eerily. The voice within its vibrations soothed out, letters forming from the seamless moan. "_Ship, ship, ship, ship._" Its tone raised several pitches at the last exclamation. "S_hiiiiiiiiiiiiiip_!"

Ben furrowed his brow. It was more alive than he gave it credit for. What kind of alien would possess a carnival ride and steal his girlfriend?


	23. And His Eyes Were The Universe, Part Two

Julie nudged him softly. "I think it's trying to tell you something." The glowing green lines along its blackened metal boomed vibrantly. One of its suspended carts whacked him on back with just enough force to stagger. He yelped out a warning, ultimately drowned out by the alien's repeated exclamations of boats.

Its arm whooshed over their heads and swung towards a direction deeper in the forest, gesturing. Julie grabbed Ben's hand, pulling them both within view. A tiny patch of light could be seen from the cluster of far-off trees, glowing in the way of flames.

The two ran to the space, the alien machine clambering alongside them off a ways. "Ship," he muttered. The honeyed fire licked away at an unmistakeable shape of wreckage they stood mere feet from. "You brought us out to this spaceship, didn't you?"

At his words, the carnival ride was uncovered in familiar green film, uncoating its metal body. It lurched to the ground, crash being obscured by the sudden insistent beeping from his watch. Ben held back Julie, both of them a safe distance from the scene.

Ben looked back as a strange squeal made itself known in his ears. The ground had rumbled from the machine's harsh landing, causing a tree that had covered the hatch of the ship to fall. Surprisingly, a large portion of the alien craft was intact, inside contents hidden behind a ruby red force field.

He squinted. The source of the squeal was from a blob of alien covered in the same black and green patterned material. "I've seen one of those before," Ben realized.

"You have?" Julie whispered.

"Kind of," he responded. "I used to transform into one of them as a kid. Called it Upgrade." The name of the species eluded him, and although the omnitrix pulsed with information it wanted to pass, he pushed its presence away from his mind. He wasn't ready to hear from it anytime soon.

The Upgrade-esque alien screamed as it tried to worm free of the fallen wreckage positioned over its form. They both winced. Julie's dilated pupils were illuminated by the flames licking the metal spaceship. "Whatever it is, it's hurt," she said, moving forward, but he kept her back still.

"Don't do that," he warned, and he didn't need his watch's numberless calculated probabilities to know that she wouldn't get out of the wreckage without burns. "It's too dangerous, and I don't know what the force field will do if you touch it."

A stable screen flickered over Upgrade number two's head. "What is that?" She pointed, and once again, the omnitrix was a looming sensation pressing against his skull.

He pushed it back. "Nothing important," he dismissed, ignoring it as it burned the one sensitive patch of skin around his left wrist. Ben looked down as a tiny blob rocked against his leg, and he knew from the familiarity of its pulsing aura that only he could feel that it was the thing that had possessed the rides at the carnival.

"Are you the one behind this?" He asked. It screeched, banging against his leg. "What?" Ben asked, annoyed. It mended its patterned skin into the shape of a spaceship before exploding in bright light, as if playing a game of charades.

"Now I know it's trying to tell you something," Julie spoke, shedding some light on the obvious. Ben sighed internally, looking at the interchanging numbers on the inner wall of the ship. They seemed to be switching with some sort of pattern, he noticed, though it gave them little help.

"Fine!" He finally gave in at an impatient shock from his watch. Julie jumped. "What does it mean?"

The omnitrix flooded him with seeds of information, making him go still. He hadn't realized how hard he had been blocking it off since the incident under the lake. Julie said something but he didn't hear it, sudden fear overwhelming him.

The numbers became almost readable, said in short phrases that communicated alarm. "It's a countdown!" Julie was closer than he remembered, seemingly showing the first signs of shock since this entire situation, and it was kind of about time. "It's going to blow up!"

He flicked his interface, pressing the buttons on the side, but his watch didn't react. Ben tried again, eyes narrowing as he realized it was not out of mistake that his actions were unrecognized but out of stubbornness. "What are you doing? This is important!"

"What's happening?" Julie asked him. Concern streamed from her words. He huffed.

"It isn't working!" He smacked his own hand. "What is _wrong_ with you?"

The alien near his leg hummed nervously. Ben looked at the countdown, finding it approaching quicker. Julie moaned anxiously. "What are we going to do?"

Ben felt nervous tears poke at the back of his eyes. He had rarely been this distressed. He needed his team, people who had real superpowers, who didn't rely on some dumb alien machine to get the job done. He wasn't made to be a leader, wasn't meant to save the world. Ben couldn't do anything without his powers.

He screamed. "Work! _Work for me_!" Julie latched onto his arm.

"You need to calm down," she urged, and he felt like breaking away. "You need to think." He shook his head, more to clear it than anything. She was right. He needed to stop. There had to be something he could do.

The symbols continued shifting. Ben rummaged around in his head. What had he learned since he had become a hero again, had found his new adventure in Max's deserted motorhome? He had done things that weren't normal. He had experienced things that weren't normal. Ben hadn't felt temperatures, had his skin become hard as steel at times, had his innermind run like a machine- heck, he had cured both Kevin and Ken in ways a normal person couldn't. He had breathed underwater when he should have drowned. And even in the strangest moments, when wreckage couldn't penetrate his supposed to be soft flesh and when he was possessed by a timepiece on his wrist that failed to tell the time, he hadn't reacted like he should have. Something deep inside of him had noticed this change, something inside of him knew he was more different than he ever had been.

Kevin's pale face flickered through his mind, back when the turquoise crystal had coated the skin and made it tough as rock. He had been the one to make him feel human again.

Maybe... maybe Ben wasn't completely human anymore.

He glared hard into the incandescent shine of the red force field. Shakily, Ben took a step forward. The next step was with more confidence, until he was an inch away from the flames that encircled the wreckage.

"Ben?" Julie piped up. "Didn't you say it was dangerous?"

He took a moment to answer. "Yeah," Ben murmured. "I did."

He stepped into the flames. Ben could hear the intake of breath behind him, and the other one as his skin failed to show any blemish or burn. The fire sucked in his form and he let it, absorbing the flames until they were gone. The hero continued to the ship, the glow of the field making his eyes sparkle like red wine, and then he went forward.

It should have electrified him cleanly but it didn't, and the world passed by his silhouette like molasses. The pupils and whites of his eyes were swallowed entirely in bright green, matching the shade of electricity that bounced off like furious lightning and buzzed into the inner workings of the ship. Its engine erupted in sparks, forcefield flickering off behind him along with the countdown and the threat of the bomb.

Only when the lightning died did the inhumane form of his eyes. Emerald irises hugged his onyx pupils. Dazedly, the Galvanic Mechamorph looked at him with an interface similar to the likeliness of a cyclops. The bright rimmed circle on the head towering atop a slim neck functioned as a warily gazing eye.

Ben gripped the piece of wreckage trapping its torso. With this, the omnitrix stepped in, strengthening his bones temporarily to enable him to lift the obstacle. It was flung to the side, the alien mending its broken form.

It stayed on the ground, even as the last lights dimmed around the ship. With the flames gone nothing but the light of his watch and the skin of his fellow aliens were there to illuminate the darkness. Ben stepped back, waiting, and the alien slowly shifted its weight to a position that towered over the brunet.

"I, uh..." A voice flitted from the Mechamorph. "Thank you for your assistance."

Ben's mind had yet to come down from the clouds. He let the omnitrix be the thoughts he voiced. "Are you the one that sent that after us?" His finger pointed to the other, tinier Mechamorph, and Julie awed softly as it took the same shape as its master.

"Yes," the alien answered. "The one you may call Ship," he gestured as his companion came bedside him, "was sent to seek out any Plumbers in the nearby proximity."

"Plumbers?" Julie asked, reminding him of her naïvety. "Because your sink was clogged?"

"No," Ben said for her, still terribly dazed. His voice was hollow. "The Plumbers are an intergalactic police force." She looked even more confused. "I'll explain later." Focusing once more on the alien he had saved, he asked; "And that's why Ship found me?"

"Of course," he replied. "Didn't you receive my distress signal?"

"What, the beeping?" He couldn't force himself to look down at the omnitrix.

"Yes, the _beeping_," the Mechamorph mocked. "Don't you know what that means?"

"It kind of happens all the time," Ben defended. "I didn't know it was any different."

"All the time?" He repeated. "What have you been doing to earn that response?" Ben couldn't find a reply for that. "Are you even a Plumber?"

"I thought you were."

"My-" the alien cut himself off with a melodious groan. "We're going to be here all night," he muttered. "Isn't there anyone else I can talk to?"

"Not really..." Ben's shoulders trembled just slightly. He felt Julie shift.

"That's why Ship tried to get your attention," she said, the mentioned alien bristling with excitement at her words. Ben's fists clenched.

"Get my attention?" He echoed incredulously. "It kidnapped you and blew up the pier!" Ben scowled at Ship's master.

"I needed help," he reminded, tone snarky.

Ben moved to cross his arms but his left wrist felt too heavy. Instead, he let his hands unclench. "That much is obvious."

"And you wonder why alien life prefers to communicate with your livestock," the other muttered sulkily. "Now, if you'll excuse me, I have to at least attempt to repair the hardrive you so clumsily destroyed in your showing-off."

Ben was ready to scream bloody murder as the Mechamorph turned his back. His pet flinched as if it could sense his anger. Julie put a hand on his arm, yelping quickly and taking it back as she realize his jacket (along with the rest of his clothes) were smoking.

Ben fully looked down. He hadn't really noticed the tattered and burned state of his outfit, and at the moment, he couldn't truly bring himself to care. "Are you alright?" He asked, detecting it was the right thing to say, even though he sensed she hadn't been excessively harmed.

"Yeah," she answered as he knew she would. "I didn't know that would happen." She laughed lightly, and Ben merely forced a smile. Her own grin faltered. "Maybe you should try getting along?" Julie asked of him. "I mean, you're practically related."

He wanted to correct that statement but found he really couldn't. Ben didn't know what his deoxyribonucleic acid looked like right now, and didn't care to find out. He gave into Julie's hopeful gaze. "I can fix it for you," Ben said.

The Mechamorph turned to him. "I'm positive," he mocked. "But really, you both may leave me now. I have no further use of your services."

The omnitrix hummed, confirming his suspicions. Unfortunately, the other alien was standing right in front of the mainframe. "Please, just-" he gestured, "-move a little bit."

The Mechamorph gave him the equivalent of a huff. "As you wish," he allowed, going to the side. Ben stepped up, spreading his fingers along the mainframe.

"That's not how you-" the rest of the words were blocked from his ears. They didn't fade from his hearing but rather snapped away as he let his watch take control, and it seemed like only a picosecond had passed before his mind came back to him. He watched as the after effects of whatever he had done drew the miscellaneous parts of the ship in by an unknown magnetic force, connecting each part cleanly together. Where the forcefield had been came the door as it was pulled back together and kept open, letting him see Julie's starstruck gaze. And it was truly starstruck, for she seemed to hold a galaxy inside her eyes.

The inner lights of the spacecraft flicked back on all at once, gentle humming signifying its activation. Ben took his hand from the ship, looking at the alien he had rescued and finding the Galvanic Mechamorph to be just as surprised as before.

"Perhaps you are not as useless as you appear," the alien admitted. Ben didn't answer, backing out of the craft. All ttogether, it looked like a proper ship, only specs of dirt imposing on the impressiveness of its shining metal.

The alien seemed to understand his actions. "I suppose I should be leaving now," he took it. Ship shifted from inside the mechanism to by Ben's feet, back to its small blob-like form.

"Wait," Ben interrupted, "aren't you going to take this back? Isn't it yours?" He nodded at the genderless pet.

The Mechamorph considered. "Ship seems to have bonded exceptionally well with you, Plumber," he answered. "I think it would be best if you kept my dear friend."

Before Ben could protest, the door clamped shut. The three of them stood away as it slowly levitated from the ditch, hovering higher and higher from the ground. A large boom took up the forest as it spirited away into the sky, fading from their sight faster than Ben would have thought possible before becoming one with the stars.

His hair swept across his forehead. Ben glanced at Julie. "I'm sure this is the worst date you've had," he said, breaking the silence with a statement that wasn't his best.

She shook her head. "Definitely not the worst," the black-haired girl promised. "Just different." She reached to hold his hand, drawing back smartly. "But different isn't always bad."

Ben looked down. "I hope not."

* * *

It was nearly dawn by the time Kevin's car came rolling down the highway. The omnitrix had shut down to recharge after the incident at the spaceship and therefore hadn't been able to let him transform or even get him directions out of the forest, leaving them to wander for hours until they found the road. He would have thought that Ship would have left a path behind but found himself wrong, and really, Ben was just lucky Kevin answered his phone this early to come pick them up.

He finally popped the question in the few moments before his friend made it to them. "So, uh, when do you want to meet up again?"

Julie smiled at him, and it was with regret. "Listen, Ben," she started, and he already knew where this was going. "I don't think it would be the best idea to see each other like this."

"I thought you liked the date?"

"I did!" She promised. "It was adventurous and exciting and I'm still amazed at everything that happened." He didn't have to press her with the question; she gave him the answer. "But I don't think it's me you should be with."

He blinked. "Why not?" Ben didn't want to sound forceful, and judging by her understanding look, he didn't. "You're the only one who knows about my powers."

"That's not true." She smiled knowingly. "And like I said before, I wouldn't want to get in between you two."

He wanted to say more but Kevin's car was already rolling to stop in front of them. The window rolled down, revealing the Osmosian's smirk. "You kids havin' fun?"

"Shut it, Levin," Ben scowled. Kevin rolled his eyes.

"You know how much it took to get past the cop cars?" He asked the brunet. "You didn't exactly go undercover with your whole 'blow-up Bellwood' plan, which I'm sure you can tell me about later. A little appreciation would be nice."

Ben's eyelids were heavy, as was the weight on his shoulders. He didn't bother with an answer. The hero moved to open the backseat door for Julie but she did it herself, closing it behind her before he could get in. Getting the message and having his ego deflated all the more from it, Ben took his usual place at the shotgun without so much as a word.

Kevin only spoke as they turned around and headed back, slowly driving to the mass of sirens and bright lights at the far end of the highway. "Someone isn't getting it tonight."

Ben wished his skin was still sizzling so the smack to Kevin's shoulder would have packed more pain. "Shut _up_."

Kevin snorted, meeting Ben's heavy glare for a second. It was a second that felt long than it was, and then the ex-con had his view back on the road. The tension pressed against his heart.

"Your eyes," Kevin broke in, like he couldn't resist making every moment full of insults for him. Ben looked out the window and across the pale waters.

He took the bait, if only to make Kevin be quiet. "What about them?"

"They seem greener than usual."

Ben blinked. He wouldn't be surprised if that were the case, really; he seemed to have changed since tonight, in the way everything he touched felt numb and the rhythmic beating within his skull. What surprised him was how Kevin could see the difference in the barest of a glance.

And as he met Julie's knowing look in the review mirror, he started to understand. And really, if Julie's eyes held galaxies inside of them, Kevin's held the universe.

* * *

**My apologies, this site is being a jerk and won't let me upload this chapter in one whole go, so I split it in two pieces. Maybe that means it's a really long chapter? :D I'll get the next one up as soon as possible. **


	24. Magenta

_Heh..._

_HELLLOOOOoooo..._

_Did I every tell you that you look LOVELY today?_

_BY THE WAY, I have a lot of reiviews I'm replying to here, so feel free to scroll right down if you don't want none of that jazz ":P_

**Guest #1 (going by order): **S-sooo, um... you SURE you can't wait for more? Because- because I totally just made you wait for more. Like, REALLY, wait. Sorry about that.

**Guest #2:** I mean, probably! I honestly just wing it as I go. So they most likely will figure out what's wrong, probably whenever Azmuth comes up. Just don't know when.

**Guest #3: **Yes, here is more! Again, same condolences. Really, that wait sucked. I suck. Yep.

**hotxhotguy:** Can I just say how much I love your username? And you, too, of course, aw, don't make me blush ;P And, yeah, I can't say I'm the biggest fan of her. She has her moments, but she's mostly written as pretty annoying, imo at least. Huff.

**Guest #4:** Are you REAAALLY sure you can't wait?

**Guest #5:** And IT loves you. That's right. That's what I said. Damn straight.

**Mantinas:** Ahhhhh, this means genuinely quite a lot to me since I've read and am a fan of so many of your works! So very genuinely thank you for leaving a review!

**Guest #6:** SERIOUSLY hope you don't REALLY mean you can't wait. HEh... nah, but you're awesome, sorry about the whole 'waiting' thing I just made you do there.

**MADStar529: **Thank you, for both reviews! And I try to slip the occasional BeVin moments in there when I can. I just completely poured it out into this chapter, though. And shhhh, that's a secret! I'll update riiiiight now- thanks for your patience, though. :)

**Guest #7:** Methinks that's a lie, considering I most definitely made you wait. ":) heh.

**anonimous: **Honestly, I don't think that I'll be writing Kevin's POV in this. Ben's obviously the target character here- outside of Ben 10 as a whole, but also just what I'm writing, I'm mostly focusing on that little twerp. That, and I like to think that part of the fun of writing the BeVin is *not* getting to see Kevin's thoughts on all of this what with Ben, as interesting as that would be to write. Sorry!

**Guest #8:** Yes, yes, more! Here is more!

**Guest #9:** There you go! More!

**Guest #10: **Well, since you love it that much, here's more, just like you asked! Just with a bit of a delay, hehe.

**Guest #11: **Hm... Do I know you from somewhere? You strike a startling resemblance to three other Guests I know... But, for reals, sorry for the wait :D

**ParadoxicOrder8: **Thank you for the kind words! I am so, genuinely happy you consider this your favorite Ben 10 fanfic :333 This is my favorite fandom, and a cartoon that's stuck with me for a long time, so it brings a huge smile to my face to hear that. Or, read it, anyway, huehue. I love you, too! Advice for writing, though... I would honestly have to say that you just look at something and try to describe it best you can. I usually try to go by senses- what does it look like? Colors, hues, nice, ugly? Smell like? Feel like, sound like? And then you just staple some fancy words on for bonus points and try to make it all flow smoothly together. For example, you're trying to describe a dog running in a field. What kind of dog is it? Is his fur brown, black? Chesnut brown, jet black? What kind of field is it? Flowery, grassy? Dead grass, or fresh and green, with dew sprinkled over each blade? How fast is he running? Quickly, galloping over the field? Slowly jogging by? You've already got a nice base just considering little stuff like that. Of course, that might be a crap example, and I may not be the best person to advise you on. Just have fun with it, and make sure not to ever over-do describing things, or you might lose some peoples' interests, a problem I struggle with a lot :)

* * *

It was a beautiful afternoon, a few clouds lazily drifting across a deep blue sky, the sun warm and bright and shining down on them, but the trees surrounding them all and casting cool shade over them kept the extreme heat away. They were by the side of a lonely enough lake, water glimmering in the stray ray of sunlight that shone on it. The leaves of trees rustled as a gentle breeze blew through, making him shiver just slightly even though he didn't feel the wind- it was more out of habit than anything.

Gwen was sitting on a rock near the water, dipping her toes in and keeping to herself, almost seeming to be in a strangely quiet mood today, but he didn't notice. Ben watched as Kevin reached down and absorbed the stone texture from a nearby boulder, turning to the shorter teenager with a grin on his face. "Ready to settle this once and for all, Benji?"

Ben snorted, holding his hand over the omnitrix. There were no sparks today, no problems, and it had been like this for the past week or so. Ben had enjoyed the little period of relaxation, admittedly. "You're on." They had meant to all just head down to the lake and swim and be normal teenagers, but both boys had grown tired of being normal in less than ten minutes, so fighting with their alien powers when no one was around to stop them seemed like a pretty fun alternative.

Kevin, however, dressed in his swim trunks just like Ben was, seemed a little unimpressed. "What's taking you so long to use that thing, then?" Ben's fingers twitched, still hovering over the omnitrix.

He hadn't had to use it for days. No disruptions, no big alien bad guys, no DNAliens. It had been calm for a moment, and Ben had enjoyed it. He almost worried that the second he turned on the machine, all that would start back up again. That... and all the other weirdness that had started to come with putting on this watch again. He was a little hesitant, but Kevin had wanted to see exactly how much he had come to improve, and Ben kind of wanted to impress him a little, even with something as childish as a little fight like this. "Just trying to decide how I'm going to kick your butt," he answered instead, making Gwen glance over to them for a moment, and he caught how she merely looked back over to the lake without saying a thing, causing him to frown but not question it.

Kevin, however, raised an eyebrow and chuckled. "Too bad you're takin' so long, 'cause I'm getting tired of waiting, Tennyson!" Ben glanced up, his hands seconds away from hitting down on the omnitrix, just as Kevin's hand was seconds away from hitting _him_, and his eyes widened in surprise, just before his legs stiffened and suddenly bended without his control, making him duck down and avoid the hit.

Ben glanced down at his watch, and it only seemed to glimmer at him, almost as if in a gloat. "Thanks," he decided, his voice a whisper, and it buzzed, just before he found himself rolling out of the way to avoid another hit from Kevin, the Osmosian's fist just managing to punch the ground where he had been moments before. Kevin regarded him with an interested glance, and Ben merely grinned as his legs straightened out on their own for him. His heart was pounding, and he almost imagined he could hear it in his ears, but he didn't say anything, just sticking out his tongue almost teasingly.

Kevin chuckled at that, immediately going forward, and Ben was ready for it this time, preparing to move out of the way, but he found that he couldn't. He couldn't move at all, for that matter. His eyes widened in shock, and Kevin just tackled him, his back hitting the ground roughly, but it didn't cause him pain like it should have, only knocking the air out of him and rendering his limbs useless for a moment. Kevin laughed and started to get up, just about to tease Ben at how much of a pushover he was, but an idea that wasn't his was pushed into his mind, and Ben ignored how his watch had just made him a sitting duck a few seconds ago for no reason and decided to use it.

His legs wrapped around Kevin's waist and his arms around the boy's neck, making the words he had been a moment away from saying die on his throat, and he gave Ben a surprised and confused look before Ben suddenly pushed himself over the side of the rock he had landed on. They were closer to the edge than expected, and he had been trying to launch Kevin over and into the water, but yet again, he found he had no control over his movements, and instead of letting go, he was forced to cling onto Kevin as they plunged into the cold lake beneath.

He gasped out in surprise, and water poured into his gaping mouth. Ben clung to Kevin still as they floated down deeper into the lake, looking down at the Osmosian. He must have looked like a fish, with his big eyes and wide open mouth, most definitely not the most attractive sight, but Kevin only stared as they started to reach the bottom of the lake. All he could hear was the water around them, and all he could see was Kevin, watching as the taller boy wrapped an arm back around Ben and started to swim back up, holding the shorter close to bring Ben along, and the brunet's senses finally returned to him as they broke the surface.

Kevin spluttered out water, having swallowed a good amount in surprise from that all, while Ben just calmly let in leak out of his lips, a soft frown on his face. He was still a little shocked, and it took him a moment to realize he was still clinging to the other teenager. He quickly broke apart, and Kevin said nothing, brushing his hair out of his face as his coughing subsided, the layer of rock gone from his skin.

"The heck was that for?" Ben finally smiled meekly, shrugging.

"I win?" It was more of a question that anything, and Kevin blinked at it, before rolling his eyes, but he chuckled, surprisingly.

"As if," he said, and then he glanced over to Gwen, who had been silent thus far. "What'dya think, Gwen?"

His smile faltered after a moment of silence, and Ben looked over, too, as she said nothing. Kevin's gaze met Ben's, and he spoke in a quieter voice after that. "What's wrong with her?"

Ben frowned. "She misses Grandpa." He glanced away, a soft sigh escaping his lips. "It's my fault, for bringing her out here with us."

"She was fine in the car." Ben shook his head, about to explain, but Gwen beat him to it.

"This is Grandpa Max's secret fishing spot," she said, finally raising her eyes to meet both of them. "He used to come out here and fish all the time when he wasn't traveling."

Kevin looked quizzical at that. "I thought he was always away on Plumber business."

Gwen nodded. "We didn't know back then," she explained. "He brought me out here when I was five. I caught a teeny-tiny fish," she said, and she motioned with her fingers as if to show just how small it was. "He wanted me to release it. I put up a big fuss about it then. It was my fish, you know?" She grabbed a rock, playing with it in her hands, a small, nostalgic smile on her lips. "Grandpa finally convinced me to let it go and come back here when it was bigger." She let out a sigh, throwing the rock gently into the lake waters.

Ben watched the surface of the lake ripple, and very suddenly his attention spiked up, almost in a painful way, his watch vibrating softly against his arm. "I guess I never had an easy time letting go," Gwen said, her voice soft, but Ben barely heard her as his head swiveled to the side on its own. His eyes focused themselves right on a robed figure, walking along the side of the lake and starting to settle by some trees, far away from the small group as to not bother them, it seemed. The omnitrix seemed awfully bothered despite that.

He nudged Kevin. "Hey, look over there!" His voice was low, and Kevin did look, Gwen following their gaze. Gwen merely stood up, dismissing the person there as she tied her hair up into a ponytail and started to walk down the large boulder she had climbed up on, while Kevin only looked back at his friend.

"Reason we're gawking at people, Benji? Sure, this place is awfully secret an' all, but it's a free country." Ben didn't pay him attention, watching as the cloaked figure kneeled down, setting a strange looking flower down at the base of the tree. It was a beautiful little blossom, but the omnitrix immediately started trying to calculate exactly what it was, and Ben hadn't seen the plant before.

His eyebrows furrowed. "That flower isn't from here." That much was obvious, to both him and his watch, but Kevin merely huffed a little breath through his tight lips, as if in annoyance. He suddenly grabbed Ben, making him yelp out in surprise, Kevin's arm sliding underneath Ben's legs as he held him close and started to head to shore, eventually standing with Ben in his arms as they got to more shallow water.

Ben seemed indignant, but he was simply embarrassed, and Gwen threw them a curious look. "Kevin, what are you _doing_?"

His answer was simple. "Carryin' you." He snickered as Ben huffed a little himself, squirming where he was, but before he could say a thing, he was suddenly dropped, landing right on his backside on the rocks by the shore. It still didn't hurt, but he winced like it did, and Kevin merely winked at him as Gwen giggled.

When Ben looked back over to the tree, the figure was gone, but he didn't have much time to think about it as both of his friends started to head back into the car. Ben got to his feet, watching them as they started to leave, but he frowned, heading off in the opposite direction. Ben started to make his way to the tree that the figure had been at, ignoring the flower this time as he looked around, but he couldn't see anyone.

"Lost, Tennyson?" Kevin's voice made him jump. Ben looked back at him with wide eyes, and then he relaxed, ignoring Kevin's snort at the look on his face.

"No," he mumbled, looking away from Kevin after that. "Are you?" He moved to circle around the tree, but his foot got caught in a jutted out tree root, and he yelped as he started to fall. Kevin grabbed him before he could, and he made sure Ben's feet were firmly planted on the ground before he continued.

"Why are you snooping around here?" Ben sighed, glancing behind the Osmosian, but he supposed Gwen was waiting for them in the car or something. He should have expected that Kevin would notice his absence, even if for just a few minutes.

"I had a feeling." He was waiting for Kevin to say something snarky or to force him to head back inside the car, but surprisingly, Kevin seemed to reluctantly humor him.

"What was this dude doing around here, anyway?" He glanced around, as if searching with Ben, while Ben merely shrugged, brushing off his shock.

"No clue. And it was a woman, I think." Kevin gave him a weird look, but he ignored it, though he pulled Kevin over as he finally circled around to the back of the tree, Kevin making a sound at that but letting Ben get away with it.

"Look!" There were words carved in the tree bark, something that the cloaked woman must have undoubtedly wrote. At first, he seemed triumphant, but as he read them, he grew confused. "Can you go get Gwen?" Kevin nodded, and within a few minutes, Gwen was right there over with them, seeming just as shocked at the sight.

"_Max + Verdona_?" She looked at either one of them as if for an explanation, but Kevin was facing something else and Ben merely shrugged. "Who's _Verdona_?"

Ben shared the same question, but it was Kevin who spoke up for them both. "Whoever she is, this isn't the first flower she's left." Sure enough, there had to be a couple handfuls of the weird flowers all around sitting in the grass, and Gwen leaned down, picking one of them up.

She held the blossom carefully in her hands, her eyes being taken over by a soft glowing pink as she looked down at it. "I should be able to track her with this..." She trailed off, and Ben and Kevin silently watched, giving her a patient moment to use her powers. She slowly frowned, her eyes returning to normal after a moment, and they could both tell she hadn't been successful. "Strange. I thought I had that move down." Gwen glanced over to them both as she let the flower fall, defeated.

Kevin faced Ben, then, regarding him now. "What about you? Your watch able to scan it? Maybe track her down?" Ben shook his head. The omnitrix was still fruitlessly trying to calculate where that flower even came from, and wasn't paying much attention to its host at the moment. Ben guessed there were things even _it_ struggled with. Kevin let out an even louder sigh at that. "Well, what now? We can't just _wait_ for her to come back."

Ben and Gwen both shared a look, and they both grinned at the exact same time. "Why not?"

* * *

They were sitting out in Kevin's car, it being late at night by now, perched over on top of a hill overlooking the lake. They were all back in their clothes, too, by now, having brought them along, and Kevin had bought lunch for all of them, but besides that, they hadn't left this spot. It was silent all around, even inside the car itself, and the lake looked almost eerie at night, glinting moonlight off its surface as the occasional gust of warm wind made the trees shiver.

Kevin was the one to break the silence. "What are we even doing?" He sat up in front with Ben, Gwen in the back, her chin resting on the back of Ben's chair and her eyes glimmering determinedly.

"Waiting." Ben wasn't the one who answered, letting Gwen handle it for him. He was tired, something he rarely felt as of late, but today had felt like a long day, and it was only climbing later and later into the night. He just listened to them talk for now.

"_Why_, though?" Kevin glanced behind himself at Gwen, but she ignored his gaze and only stared ahead, and eventually, he faced the front again, too. "She wasn't here yesterday, she won't be here tonight," he grumbled, crossing his arms over his chest. Ben's eyelids felt heavy. His gaze kept drifting down, just relaxed where he was, barely paying attention to the conversation by now.

Gwen's response was short, and so was her tone. "Humor me." Kevin let out a long, dramatic sigh, but it was ignored, and he merely settled back against his seat and said nothing, letting the silence settle over them once more.

Ben suddenly opened his eyes, unaware they had closed. The omnitrix buzzed softly, giving him the amount of time to the very picosecond that he had been asleep, and he groaned a little. His head was on Kevin's shoulder, but the Osmosian didn't say anything and he hadn't moved. Ben raised his head, rubbing his eyes to clear the sleep out of them, and he glanced over to Kevin to see if he had passed out as well, but he hadn't. He was just indifferent.

Ben glanced to the backseat, blinking drowsily, and he frowned softly as it was empty. "Wh- where did Gwen go?" His voice cracked a little, but he ignored it, and Kevin looked over at him, before he smiled. It was a weird smile, but only because it was genuine, which made Ben do a double-take, but he guessed that even Kevin stopped glowering every once in a while.

"She just went to use the bathroom," he said, and Ben tilted his head at that, seeming confused.

"Isn't the nearest bathroom at the gas station?" Kevin nodded. "But that's a mile back..." Kevin chuckled a little, only silently agreeing. When Ben frowned a little more, he finally spoke up again.

"She insisted on walking there by herself. What, it that much of a pain to spend a little time with me?" It was said jokingly, but Ben took the words literally, still a little dazed from his involuntary nap.

He quickly shook his head, his eyebrows furrowed and his frown rather heavy. "No, that's not it," he mumbled, finally breaking the eye contact with Kevin to glance back over to the lake. "I-" He cut himself off, freezing in the middle of his sentence, and Kevin raised an eyebrow at that. He followed the gaze, and then they were both stepping out of the car, the same robed woman wandering around near the tree they had been guarding. Kevin slammed the car door behind him, but Ben was still a bit sleepy and was struggling with the handle, letting out a yelp as it was opened for him. Kevin grabbed his arm, pulling him out, and Ben let himself be dragged down by the lake as he shouted out.

"How do you know Max Tennyson?" Ben's voice was loud, carrying over the serenity of the lake scene and shattering it like glass. She didn't look up, her head faced down, holding one of the exotic flowers in her delicate grip. Her hands seemed old, which gave him pause, but Kevin either didn't notice or didn't care, and he let go of Ben as they reached her, slowing down his pace. Ben followed behind, letting him lead this one.

He regretted it fairly quickly, as he upright grabbed her long hood and pulled it right down. Ben pursed his lips, but didn't say a single word, just examining the woman instead. She was elderly, sure thing, but elegant in her old age, her skin a soft pale, her greyed hair swept over her shoulders. Ben met her startling blue eyes, but they didn't meet his.

Kevin scowled. "_Talk_." She finally looked up at that, calmly, not an ounce of fear in her gaze, and it made Ben anticipate the moment she finally opened her mouth.

"Rotten kids." He blinked, taken aback. She had said the words with a smile. Before he could say anything else, she raised her hand, and his watch screeched, shocking him hard to wake him up completely and alert them that something bad was seconds away from happening. He only managed to grab Kevin's hand, and then they were hit with a familiar wave of magenta, knocking them both back roughly to the ground.

Ben wasn't given time to be dazed while Kevin grunted, the brunet only getting to his feet. The omnitrix didn't wait for him to activate it, and he found his vision being swallowed in green light, just as she whooshed past them both. When the light finally cleared, Jetray was astounded to see the woman gliding through the air, but he only launched off the ground with a kick of his strong legs and extended out his wings, going after her.

She was flying over the lake, one that he didn't realize was quite so large until he was zipping over it at high speeds. Jetray felt like he was gaining on this woman until she turned back, and her own eyes widened a fraction before she chuckled. "Oh, a chase?" She seemed delighted. "Please! I haven't had a good chase in _ages_!" Jetray's green eyes narrowed, but he said nothing, only launching higher up into the sky with a boom as the air cracked around him. He came down, suddenly, right in front of her, a strange grin spread across his face and his wings spread only wider, but she only flew right past him, having better control over her flying than he would have thought. His watch's calculations had been sure that she would have flown right into him... neither Jetray nor his omnitrix were happy about the dodge, seeing as it looked quite ridiculous, and a little part of him could only hope that Kevin hadn't been watching.

Kevin, for his credit, probably _had_ been watching, but he was standing right where she flew. She backed right up into him, only for her wrists to be grabbed by metal encased hands, Kevin having absorbed the metal from his car. He kept her steady, the scowl remaining on his features as she looked behind herself at him.

"Answers, lady." His voice was unamused, and Jetray started making his way over to the two. "No more playin' around." She smiled, then, unexpectedly, letting out a little cackle of delight.

"Not until I put away my toys!" Her hands glowed magenta, the same color Gwen's did, and thick binds of pink light flowed out of them, tying around Kevin's wrists, and then his waist, making him yell out in surprise. Jetray was told where exactly to fly to by his watch and he heeded the directions just as Kevin was launched into the air, catching the teen in leathery wings. He was knocked back a little by the sheer force that Kevin flew at him in, and dropped him a little haphazardly in the lake without meaning to, but he ignored Kevin's yell of protest and immediately glided over to the woman before she could attempt to leave without his notice. She didn't seem like she would have, though. She appeared to be having fun.

"Who are you?" He yelled out the words, trying to block her path as much as possible. "We only want answers, Anodite!" It was obvious what she was, and the omnitrix had confirmed it over and over. She seemed a little impressed at his knowledge, almost, but only shook her head.

"I don't owe you anything, brat!" He glared, Jetray making to head down and catch her, but before he could, a burning sensation started to come from his tail. Jetray looked down in surprise as it started to glow, as if his own powers were being used against him, and the omnitrix immediately raced to stop it and block off her control. Her eyes narrowed at that, and she doubled her force, Jetray crying out as the ball of energy started to get larger and larger. "This world would be so much more tolerable without all you rotten kids getting in the way!" She yelled that out just as the bubble finally burst, and Jetray was blasted back, screaming out in pain as the omnitrix shut itself down and let him take the full force of his own blast. Everything exploded into green around him, and then it was Ben who was falling, landing hard in the lake, water rising up all around him before calming.

Ben had fallen in the shallow end, and he stayed there, his head feeling heavy and his vision swarming. He didn't realize he had fallen near Kevin until he opened his eyes as the teen dragged him over, and Ben was held to Kevin's chest as the Osmosian started to stand, but the woman was already coming over, and he stopped trying as he looked up at her with angry eyes. Ben was too weak to move, to even want to move. He didn't seem visibly damaged from that, but he felt like it, and he needed a moment or two to recover.

Ones that he probably didn't have, though, judging the situation. "You had enough?" She smiled and laughed down at them both, genuinely enjoying beating up two teenagers. Kevin wasn't one to let his emotions settle, or to hold his tongue.

"Show us what you've got." He sneered the words at her, and finally, Ben started to try to move and get up, feeling immediately panicked at the challenge Kevin just proposed. He didn't know what he could possibly do, seeing as the omnitrix was just _off_ for now, as if it had taken a rain check on this fight, but Kevin kept Ben in place, just as the woman smiled even wider.

Her hands started to glow, giving off extreme waves of power, and Ben tried to move again, but still, Kevin kept him where he was. He opened his mouth to shout at Kevin to get out of there, but he was too late as the woman released her power, and Ben was trapped where he was as his vision was taken over by bright magenta.

* * *

_I genuinely apologize for the long wait in getting this up. A lot of crap happened that I won't bother you with, but I CAN promise you guys to expect more updates regularly now! I have a lot of free time on my hands as it so happens, and I missed writing this fic more than you can imagine :33 Thank you for everyone that put up with my BS and stuck with this fic, you guys are awesome!_


	25. And The Light Fades

_Sorry about the shortness! Next update will be extra long to make up for it. Expect more chapters sometime later next week! _

**Guest:** Aw, thanks! Glad to be back :D

* * *

He held in his breath, waiting. He found himself waiting for seconds, and he knew they were seconds, but they felt like years. It took a while, but he finally opened his eyes from where they had been tightly closed, only to see black.

It took him a second longer to realize that was because his face was pressed against something, something soft, something that strong hands were holding him against. Ben move his face away from Kevin's chest, and then he looked, looked at the person that should have killed him.

The Anodite was there, sure enough, the woman that Ben could safely assume was Verdona by now. She looked at them with wide blue eyes, but from behind a field of magenta, and one she wasn't casting. Ben was just as shocked as she was, still dazed from the blast earlier, but Kevin only grinned at something behind the old woman, and Ben's eyes followed his gaze.

Gwen was standing behind her, her hands held up and glowing with power, casting the shield up over the two boys. She had a frown on her face, delicate eyebrows furrowed. "Can't I leave you two alone for ten minutes?" Slowly, Verdona turned to meet that voice, and the shield around Ben and Kevin disappeared as Gwen launched a disk of mana at the woman's face.

She blocked it easily, holding up a hand and casting her own shield to break the disk, but she seemed oddly impressed, even at just the small show of power. "Do that again." Her voice was full of wonder, while Gwen just narrowed her eyes.

"No problem." She held up her own hand and swiped the air in front of her, and out of her palm came a flurry of pink lights, bursting from her fingers. The woman's eyes grew wider, but she blocked the attack just the same, while Kevin started to help Ben to his feet while Verdona was distracted, the shorter teenager too dazed and weak to get up on his own. He leaned against Kevin for support as Kevin helped him out of the lake, and Gwen walked over to them both to meet them.

Verdona, surprisingly, backed up, giving them space. "That's _magnificent_." Her voice was full of awe.

Gwen only frowned, and then she frowned harder, crossing her arms tightly over her chest. "Who do you think you are, littering my grandpa's cove with your flowers?" Ben said nothing, closing his eyes for a moment. He felt badly tired, as if the world was crashing all around him, but he was keeping himself up nonetheless. He hadn't felt things like exhaustion and sleepiness in a long time, and he wished he wasn't feeling them right now, but he paid attention to the problem at hand rather than his own struggles.

He shared a look with Kevin, though, as Ben straightened up, supporting himself. He could tell that him and the Osmosian were on the same page. "The flowers that she makes out of _magic_..." He murmured the words, using that term to humor her, even though both of them knew that wasn't the case. Gwen seemed confused, and then shocked, looking at the woman as she came closer, and Gwen let her.

"Did you say your grandfather was Max Tennyson?" Gwen blinked at that, taken aback by the question, and she nodded. The woman gasped, before coming forward, and she suddenly hugged Gwen, holding her close with a wide and happy grin overcoming her features.

"Kiddo!" Ben just tilted his head at that in utter confusion, and then his eyes widened, seeming to understand, while Kevin just stood there, grumpy-looking as ever, not having a single clue about what this woman meant. Gwen was the most surprised out of them all, not knowing what to do about this alien woman suddenly hugging her out of nowhere.

Ben was the one who spoke up, finally, having recovered enough for his voice to have come back to him. "Max was my grandpa, too," he offered, though it was mostly to get Verdona's attention off of Gwen, who looked significantly uncomfortable by the moment.

Verdona "oohed" at that, letting go of Ben as she turned to face the redhead's cousin. "Can _you_ project energy, too? Like your cousin?" She seemed excited, while a nervous look flitted across his features. Ben knew he was about to disappoint this woman.

"Sister," he corrected. She seemed expectant still. "And... no." Immediately, the interest vanished from her eyes, as if Ben was about as important as garbage to her now. He had to admit, it stung a little, but Ben supposed he could live without this psycho lady's affection after she had just been seconds away from killing him.

Verdona turned back to Gwen, as if she were the only person in the world besides the woman herself, and to Verdona, Ben was sure that Gwen may as well be. "I'm Verdona," she said softly, but Ben had already guessed that. Gwen seemed to not have figured it out, at least, and Kevin just glanced away and looked over at Ben as if to check if he was alright. Ben ignored the gaze even though he felt it, just keeping his eyes trained on the woman, stiffening in surprise as her eyes were taken over by beautiful magenta light. "We'll meet again soon." They all watched as the woman exploded into bright pink light, and when the brightness went down, she was gone, leaving them there in the dark.

* * *

"Dad, we need to talk."

Her voice rang out against the calm quiet settled deep into the house. Gwen stood tall in the semi darkness, her heels ringing against the wooden ground at each step, and she flipped on the light to her room, making her green eyes brightened as the shine reflected in them.

She looked behind herself at the man. He dressed nicely, a pair of glasses balanced on his nose, brown eyes widening in slight surprise. "In your room?" Those same eyes gleamed with curiosity on his kind face. "I haven't been allowed up here in ages." She rolled her eyes at the joke and waited for him to step inside, closing the door behind them and leaning against it as she let out a long sigh.

Her room was simple and plain, but there was a large, open window that was letting in a gentle and warm breeze, yet it made her shiver. Gwen was nervous about something, and it was obvious, the anxiousness creeping into her voice as she spoke up once more. "I have a secret I've been keeping from you."

The smile faltered on his features. His eyebrows rose. Gwen didn't say a thing, walking over to her desk, and she slid the drawer open. Inside, there were many upon many tomes- faux spellbooks, to be exact- along with a number of model staves and almost tacky magic wands, and the collection altogether looked very slightly ridiculous, but the anxiety in her tone hardened, and it was very clear she wanted to be taken seriously at this moment. "Magical powers."

The smile came back to her lips, now slightly confused. "What, like, you're a wizard in training?" He chuckled at that, sitting back down on the bed, seeming a little amused now. She walked over, taking a seat next to him, sweeping her long hair over her shoulder as she let out a sigh.

"And... there's something else." She murmured that, and he raised an eyebrow quizzically at her. With a raise of her hand, a long tendril of mana came out, and without much warning, it snaked around them both and shut the drawer for her that she had left open at her desk. Her father's jaw dropped, and he was silent, watching as the mana faded and made the light in the room look less bright in its absence.

Finally, he spoke. "Well, that's quite the secret," he finally decided on, but relatively, he seemed to be taking it pretty well. She didn't know what to say, so she took her time until finally managing something.

"I met Grandma Verdona today." She didn't know if that would mean anything to him, but she had deducted that after Verdona's entire visit. It took a while, but he finally nodded, running a hand through his unkempt hair.

"I had wondered when this day would come." She seemed surprised, then , her eyes widening as her face contorted in shock.

"You mean- you know? You knew about my magic?" He let out a soft sigh, glancing over to her nightstand. On it were pictures of her and her parents, and even a smaller one of her and Ben when they were eleven, making goofy faces at the camera. The pictures never failed to make her smile.

"We didn't think it would come up," he finally said. "You showed no signs of it like the other girls in the family did." Again, it was obvious the words surprised her.

"Magic runs in the family?" At that, a shake of his head.

"It's not magic," he told her. The question was on the tip of her tongue, but he answered before it could be asked. "Your grandmother's an alien, Gwen."

At that, she was speechless. That was the one thing to make her mouth shut, and she sat there, slightly dumbfounded. After a minute to let it sink in, he opened his mouth as if to continue, but she held up a hand before he could.

"Before you keep going," she said, and then she stood, Gwen heading right to her window. They froze, just as she stuck her head out, aiming an unamused stare down at them both. "Will you two stop hiding and get in here?"

Kevin and Ben shot wide-eyed looks at each other from where they had been hiding under Gwen's window, but they both gave her sheepish smiles, making her huff and walk away. Kevin pulled himself up, and then helped Ben up after, both of the teens standing in the room rather awkwardly, almost like little kids caught red-handed stealing cookies from the cookie jar.

Finally, Ben spoke. "Hey, Uncle Frank." He said nothing, looking faintly amused, and then he glanced over at Kevin, who seemed nervous at the look, speaking up with a slight stammer.

"U-uh, hello, Mister Tennyson," he said, and Ben held in a slight snicker at how awkward the teen appeared to be. "K-kevin Levin? It's- pleasure... meet you..." Ben's eyebrows rose as the faintest shade of red tinted the taller's cheeks, blushing out of embarrassment. Kevin seemed rather flustered, and Ben had to admit he had rarely seen the Osmosian act like that before.

Frank was quiet for a long, long time, before he finally chuckled. "Who's this?" He aimed the question at Gwen, who seemed surprised to get it. "Your boyfriend?" Gwen was shocked, her own cheeks turning pink, and Kevin stammered nervously but loudly over Gwen's calm dismissal, filling up the room with noise.

Ben just frowned.

"Here's how it is!" Gwen finally raised her voice, while Kevin's shrank, and he fell silent, letting Gwen steer the subject away to more important matters. "My grandma, who I never knew, wants something from me, but I don't know what." Her frown deepened, and Ben's did, too, but not at what she was saying, looking at Kevin from the corner of his eyes. Why was Kevin's face still red...?

Why did he _care_?

"Well, let's ask her," Frank said, a smile on his lips, and Gwen seemed surprised. He only laughed again, sending her a wink. "Your friends aren't the only ones who go around eavesdropping." Kevin laughed nervously in an almost dorky way, while Ben smiled, but it was a tight expression on his lips, and he didn't say anything after that. Frank, however, grew a slightly larger smile on his lips as he called out after that. "Isn't that right... mom?"

All of the teenagers were a bit too shocked to do much as the room filled with pink light once more. Ben's hand hovered over to his watch, but it was still shut off, and he couldn't do much to help as Verdona appeared, smiling a wicked grin over at the four. "You could always tell when I was hiding, son," she said affectionately with a small little cackle, and he let out an unamused breath, shrugging as Gwen just stared stil. This was a whole different side to her dad that she had never seen before. "I had always hoped it meant you carried the same powers as I. Sadly, no such luck!" She seemed faintly disappointed, but just as excited as ever, and Ben had to conclude that this was the most energetic old woman he had ever met in his life. Before he could do a single thing, however, Verdona raised her hand, and then they were gone, Ben's vision fading into pink as the ground disappeared under his shoes.


	26. Recharge

_Whoo! 'Nother update! Bit later than I meant to, I do apologize c:_

**Pandora the Ghost Elf:** Ahhh, thank you! That means so much to me to hear! I'm ever so glad you're enjoying the story so far, and you're understanding means more words can say :) This chapter does indeed give Verdona the backstory and spotlight, so no worries about that. Psst, I'm planning a pretty big change in the plot next chapter, probably the biggest plot change I've written yet-! Thank you for the review, nonetheless!

**WolfSoulProduction: **Oh, hello! My dear friend, it's lovely to get to talk to you once more! ^o^ I do apologize for the long wait, and I'm very glad to be back! This rewrite of this episode is definitely going somewhere. Hm, I think a part of Ben knows and is ignoring his jealousy, secretly. If the omnitrix had been awake for this chapter, it would have most definitely pointed that out, I'd like to imagine ;p Thank you for the kind words!

**FakeDoNico:** Suffering from a heavy BeVin addiction? I'm right there with you, I know them feels. uwu HERE IS THE MORE OWO/

They appeared, suddenly, in the bottom floor of Gwen's house. Ben was little unsteady on his feet from the surprise of their sudden teleportation and had to lean on Kevin for support, but he moved away after a second and jumped as the sound of glass shattering could be heard.

Gwen's mom was staring at them with her mouth softly gaped, and Verdona only stood in front of the group with a victorious smile. Finally, the woman's features shifted into annoyance, and she crossed her arms and stared at the mess of glass on the floor that had once been a cup. "Verdona. What a surprise." She deadpanned the words, and the old Anodite only laughed. The glass picked itself up as it emanated off a pink glow, and within an instant, the pieces were fitted back together and the thing was set on the kitchen counter top.

Gwen breathed out in amazement. "Woah."

With that, under the gaze of Gwen's mom's unamused blue eyes, Verdone let down her hood, revealing her grinning face. "Tea, dear," she said, clapping her hands together. "And something sweet for the kids," she added, then, and Ben and Gwen only glanced at each other with raised eyebrows but said not a thing at all.

It was about a half hour, a plate of cookies and several cups of tea later that they were all sat around a small dining room table, Ben watching as Verdona talked and munching on a chocolate chip cookie absentmindedly in the process. "It's been a while, mom," Frank finally said, pouring the old woman yet some more tea.

Verdona smiled good-naturedly. "I suppose… in human time." Ben wasn't paying as much attention as he should be, really, just occasionally fiddling with his dormant watch or glancing at Kevin from the corner of his eyes whenever the Osmosian wasn't looking. "Sweetie," Verdona continued, looking over at Gwen, at the redhead's attention was caught in an instant. "Your grandmother is an Anodite, you know, and so are you."

Gwen glanced at Kevin and Ben unsurely, and Kevin only crossed his arms over his chest with a smirk. Ben was silent. "But _what's_ an Anodite?" Gwen finally asked the question. Instinctively, Ben glanced down to his wrist, expecting the flow of emotion from the omnitrix whenever it felt it could answer a question that had been posed out to be answered, but there was no such luck, and Ben supposed he could let Verdona handle this one.

"Anodytes are a race of free spirits with powers that humans can barely comprehend," Verdona began, sitting up a little straighter in her chair. "Now, we don't often mess with the affairs of plain folks, but I fell deeply in love with Max Tennyson."

Ben crunched his cookie between his teeth, breaking the small moment of silence that had filled in the gap the lack of response from her statement had caused. He took another cookie from the plate of them, and started to eat this one, dwelling on a great many things as his mind wandered away from the conversation at hand. Kevin speaking up, however, did jar him in the slightest. "And ditched him?"

Ben rolled his eyes and elbowed Kevin, and the older teen yelped, sending Ben an indignant look that was promptly ignored. "No," Verdona answered, and she still had that grin stretched out on her lips, not appearing to take offense to what had been said. "It's just that after the kids were grown and out of the house, I needed to reconnect with my Anodite heritage, and Max was busy saving the world with the Plumbers."

She stared down at the surface of her tea, going quiet. "Dad thought you didn't know about that."

Verdona nodded softly to what her son had said. "Yes, he didn't want me to worry. Sweet man." Her lips touched the edge of the teacup as she took a long sip of the steaming tea, setting it back down on the table afterwards. "We had many good years, but we grew apart. Even with a fella loaded with as much mana as Max was still just a physical being." Ben opened his mouth, just to say something, but she waved a hand at him before he could. Around his mouth, duct tape suddenly appeared. Ben's eyebrows furrowed, but he sighed through his nose and silently set his cookie down.

The old alien woman didn't spare him another moment of thought after that. "Your grandpa's fate was big news," she went on. "It even reached my planet, so I came back here to remember the good times." Finally, Verdona's bright eyes settled on Gwen. "Who knew there would be a budding Anodite among you. Gwendolyn, you'll be amazed at what you can do." She stood up, glancing over to the boys. Ben was silently attempted to get the duct tape off his face, as even though it didn't hurt to tug at like it should have it still stuck badly to his skin, and Kevin was just watching, trying to hold in laughter from Ben's current predicament. "Let me teach you how to master mana, how to master _life_ energy." A brilliant smile lit up her features, and with a wave of her hand and a quick pink flash, the duct tape was gone from Ben's face.

Gwen stood up with her, her hands against her own chest, steadied at her heart. "Oh…" She trailed off, gently. "I _do_ want to learn," Gwen admitted, and Verdona grabbed those same hands, holding them in her own, creased with wrinkles and age but just as stronger as Gwen's, even stronger. "Where do we start?"

With Verdona's answer came a soft smile. "On Anodyne." Ben's eyebrows rose at that as he straightened in his chair. "Stop living this humdrum life," Verdona pressed. Come home with me and join the real party."

Gwen backed away, breaking their connection, and both of the womens' hands fell. "Leave?" Her eyes held shock in them, held surprise. When she looked back at her friends, she was met with two sets of sad and unsure gazes. "This- this is all so- _wow_. This is all too huge, I…" She rubbed at her temples, staring at the ground, at the toes of her boots. "Mom? Dad? What do I do?"

Her father got to his own feet, his wife sat on the couch and holding her face in her arms. Ben held his tongue. "I don't know." That was the only words he spared, but Gwen's mother rose to the task and rose to her feet just the same, striding over and putting a comforting hand on Gwen's shoulder.

"I never got to have this chance when I was your age," she admitted, her smile ever so loving. "We had hoped you would take after my side of the family, but we just want you to be happy." The comment elected a glare from Verdona, even with the last comforting bit thrown in, and Ben saw it and caught it with his own sharp stare, but the old alien didn't spare him a glance. "We won't stand in your way, Gwen."

Gwen was surprised. "You won't?" Ben couldn't tell whether she was simply just shocked at their understanding, or was hopeful their reactions would have been the opposite. The brown-haired teen took that moment to spare a glance Kevin's way, but all he saw was an uncharacteristic focused expression on his face, aimed in Gwen's direction, and it made him uncomfortably squirm as his eyebrows furrowed towards the ground.

"Then it's settled." Gwen looked back at Verdona, her eyes still wide. "Come on, sweetie. It's best if we leave immediately-" she was cut off by her own astonishment as Gwen's eyes watered up, and she shook her head, her hair flying about her face in a flash of brilliant red as she dashed away. The heels of her shoes could be heard running up the stairs, and Kevin rose from his chair so quickly it teetered on its back legs and barely stabled itself.

Ben could only watch as Kevin chased right after her, and then he did more than just watch, getting up himself just the same as everyone had. "Excuse me." He gave them a polite smile and headed up after his friends, even as a selfish part of him wanted to stay down here. He felt… _off_, and he didn't like it, couldn't explain the feeling or why it was there, and all the more wished it wasn't.

* * *

"You _would_ go up on the roof."

Out on the rooftop, Gwen's neighborhood looked sleepy and silent, but it made the endless sky of stars above all the more dazzling to capture within their sights. "Not all of us can fly." Kevin's reply was a chuckle, and a soft. When Ben got up there to meet them, the Osmosian was sat beside her, both of them against the tilted tiles of the roof and gazing at the world up space beyond their atmosphere, their reach. When Ben took a spot at Ben's other side, somehow, he felt beyond that same reach, too, beyond _them_.

It was a thought he barely considered. "Dude, be supportive." Both of them were quiet at Gwen's words, and Ben was the one to break the silence that had settled in between them.

"This isn't how I thought my day would go." Ben sighed. The sigh was soft, and his voice was. Soft, and just as softly reassuring, carrying that confidence he had to force himself to feel sometimes. He couldn't tell if this was one of those times or not. If it wasn't, he wished Ben could give Gwen some confidence, too. "Still, it's pretty cool to find out about your powers, right?"

"You always knew about them." Gwen didn't look at him, didn't look at anything, her eyes closed.

Another sigh. "But now we're sure," he argued, and she didn't answer him. Ben knew the omnitrix wouldn't have agreed, as weird as it was for Ben to care about a watch's feelings about anything. He glanced down at his watch, and it looked back up at him, still ever so dormant, but his eyes left it and trailed back up to Gwen before he could get lost in his own tangled thoughts once more. "Grandma could teach you all the stuff that she can do." Seeing Verdona and her wide display of powers, of _power_\- it was a temptation impossible to resist, and Ben didn't think he would have been able to if it were him.

He didn't know what he wanted Gwen to do. Ben… wanted her to be happy.

"It'd be for a long time, I guess." Gwen's response delayed, and a long pause separated her first sentence from her next. Ben waited for her to speak with all the patience in the world. "Maybe forever." Those words seemed to hang above their head, and it mae Ben shiver.

"Gwen-"

It was Kevin who had tried to speak, but Gwen cut him off. "I've always felt like I didn't belong. Like I'm in the wrong place. But then I think, 'oh, that's highschool for you.'" She laughed, but the sound was empty, more thoughtful than humoring.

"We'll miss you if you go." Kevin nodded with Ben's words. It was only the truth.

"Really?"

"Sure, but we've been recruiting more and more Plumber kids, so-" he faltered a little, watching the hope in Gwen's eyes flitter away. "So we'd still have a pretty powerful team," he continued, lamely. Ben was looking at the big pictures, as the omnitrix had taught him to. He didn't realize how insensitive the words could be. "Oh."

She didn't face him, and Kevin didn't, either. He watched the older teen pull an arm around her shoulders, and he wished he gave it less than a second thought, but Ben knew she needed the comfort. "When I was trying to decide whether or not to use my powers again, you told me it was my choice. That's all I'm saying." Gwen noded, and Ben, as he looked away, smiled at the empty air beside his form. It was a sad smile, and one to keep to himself. "Anyway, maybe you owe it to yourself to try turning into a cosmic Manamaster," he joked, in an attempt to lighten the mood, and he was rewarded with a bittersweet grin for his efforts.

"Maybe," Gwen agreed, humoring the thought, but her attitude turned serious as her own thoughts drew her deeper. Large oak trees that would have offered cool shade when the sun was still up only gave them a darker atmosphere in the cloak of night. He listened to the rustle of leaves from the canopy of green around them, counted a few of said leaves off random branches to entertain his thoughts. "This is a once-in-a-lifetime opportunity." The girl frowned, and finally, she looked at Kevin, who had stayed quiet as they talked back and forth. "Kevin, do you feel the same way?"

The arm around her shoulders drew back, and went around Kevin instead, around himself. He was silent, and then he wasn't, letting out the longest sigh he could have and releasing it up into the air as he sat back on the roof. His arms went to the back of his head, and his eyes to the stars, and if Ben looked closely (which he did) he could find the shapes of the constellations buried deep within the perimeters of Kevin's dark irises. "It's all up to you, Gwen. Your choice, ain't it? It's not for us to decide."

"Would _you_ miss me, Kevin?" Ben had been turned thus far, counting the seconds of each passing moment as a habit the omnitrix would often do itself. At her words, his head snapped up, his eyes following what was little more than their silhouettes in the thick absence of light hung over them. There was something in the way that she said the words that they could all hear. There was something in the way she almost begged the words, that out of everyone, she wanted Kevin to miss her the most. She needed Kevin to miss her the most, needed him to want her here more than she could ever want to leave.

"What?" Ben hadn't realized just the entirety of how much his cousin had fallen for this boy. He hadn't realized it at all, until her heard the desperation in her voice she would have given to no other.

"Do you want me around?" His eyes met hers, but slowly, so slowly. "Do you even want me around?"

He didn't have to say anything, and he didn't, only stumbled in his words, only picked up broken sentences. Whatever she was searching for in his eyes, she didn't find it. Gwen was already on her feet and rushing away.

Ben didn't chase after her, watching her leave. His eyes were full of some sort of remorse, but he didn't truly understand himself what he was feeling. He didn't know what he was supposed to feel. "Did I mess up that badly?" Kevin's words shook him out of the slight trance, out of his own reflections, and Ben sighed, shook his head, leaning down on the rooftop with him.

"I think, with some things, you just can't win." He found his words after a while. It was peaceful, ever so serene, late into the night, so late that dawn was surely soon approaching. Ben hadn't been sleeping properly for months and for the first time in a long time he had fallen asleep just the day before, and now, he felt like he could stay awake for years. Was that a normal feeling? Was he supposed to feel this way? Ben thought the answer should be clear to him, but it wasn't.

He glanced down at his watch again. Kevin did, too. "What, thing still broken?" He didn't build off of what Ben had said. He didn't seem like he wanted to talk about it anymore, and Ben didn't think he himself did, either, His thoughts were on Gwen, on what was ought to happen, on whether they had done their part well enough as her friends for one of the most important parts of her life. Right now, Ben knew she needed space.

"Not broken. Just recharging. I think." He had almost forgotten what it felt like to be unsure of something, of himself. What it felt like to not have the percentage of each probability in each decision, moment, every calculation at his fingertips and all mapped out in his head; it was all unfamiliar to him, had become unfamiliar. But recharging… that felt right. Maybe that what Ben had been doing, had done. Recharging.

He was starting to lose track of what was normal to feel anymore. Even with Kevin right next to him, with the omnitrix dim and empty, he felt lonely.

"Neat." He scooted closer to Kevin, and Kevin didn't scoot away. "I think."

Ben laughed, and after that, he didn't break the silence between them again.


	27. No Goodbyes

**Yana5:** _And this story loves you! But seriously, thank you for the nice review. Apologies it's taken so long to update :3_

**Demigod Gleek Potter 4 life: **_Thank you so much! And I'm glad, I've loved being able to rewatch all these episodes as I write. Also, I love the PJO series! I just saw your profile pic and username and had to saw QWQ It is pretty tough on her, and that decided a really huge plot change, probably the first big one in this story, for this chapter. I hope you like it!_

**Avatar Aang: **_I'm sorry for the delay in getting this up, then! Hope you enjoy it! :3_

* * *

"What does it mean?" Gwen's voice was sharp, but unsteady. "What does it mean to be an Anodite?"

She had had to speak loudly, and Ben could hear her words from where he had been coming down the stairs. The living room was bathed in a cascade of pink and blue and green and silver, all washing over the space in a flood of differentiating colors, coming from a single floating disco in the air. Music was blaring simply from the air itself, and Verdona was there, laughing and dancing more than a woman her age should. Seeing what she could do, though, Ben supposed that she wasn't going to keel over from a tango.

"I could go on and on for years, dear. And trust me, I have the spare time to waste, but I don't think you do." She cackled, before clapping her hands, and the music popped! before fading into silence. The disco went out, too, as if it had never been there at all, and Gwen's parents, sat on the couch and watching this all, only seemed to be relieved by the absence of loud noise and flashy lights.

Gwen seemed unsure. Her hair hung around her like a curtain of velvet, just like on a stage, and they were drawn to hide the scenes behind them, to hide her weary eyes. Ben, even from where he still stand, atop the stairs, could only see her frown and the way she clenched her fists.

Verdona didn't notice a thing. "I could always show you," she said, gently. Her features were worn and old, but her eyes told a different story. They seemed to tell many stories, hidden under their bright surfaces, looking ancient but holding an exciting, youthful gleam. She was the kind of woman that Ben could only guess at how stunningly beautiful she had been, back in her prime.

A silence. Gwen's mom looked as if she were about to speak up, but the teenager spoke first. "What's so important about it?" Her voice held anger, held betrayal, annoyance, but under it all, hurt. Ben didn't have to guess as to why, with the conversation they had had up on the roof.

Verdona looked taken aback, immediately opening her lips to dispel some sort of answer, but Gwen interrupted before she could hope to. "Why is it supposed to matter to me? Why is it so important, me going with you to train and develop my powers? So I can be like you? So I can hold disco parties whenever I want? So I can beat up teenagers by the beach? Am I supposed to throw my life away for powers I don't even have a use for? A chance at a family, a chance at a hard-earned life? What's supposed to be so important about being an Anodite that it equals giving up the rest of my life for?"

She was seething by the time she was done, staring at the toes of her heels. Ben was silent, biting his tongue, unsure if anyone even noticed him there. Verdona looked the most shocks out of all of them, and her eyes hardened, stiffening into an unreadable expression upon her face. "What's so important about a regular life like that? That anyone else could live?"

"Just because 'anyone else could live it' doesn't mean it's any less important," Gwen argued. "It doesn't mean it's any less mine. My life is already different from normal. Going with you wouldn't just be a little change-"

"-It would change everything." Verdona finished the sentence for her, and Gwen gasped, before nodding. She kept her gaze out of the sight of anyone else's, just turned towards the ground still, and finally, Verdona smiled. "You want to see what being an Anodite truly means?"

Gwen raised her head at that. Her green eyes were watery, but Ben was the only one that noticed, was the only one looking. The redhead nodded, and her grandmother's smile lifted and turned even waiter, before her body started to glow. Her skin flushed in bright colors, omitting a beautiful, magenta aura, and while the others avoided their eyes, Ben's own only widened as he found he couldn't look away. It was only when a pair of hands reached out and grabbed his shoulders, turning him away from the scene and holding him against their chest, that Ben let his sight wander.

Finally, Kevin's firm grip around the smaller teen loosened, and as the bright lights died down, Ben was allowed to turn his head back and look. Verdona was standing there, but then she wasn't, and instead, her skin, her clothes, were being tossed to the ground like some cheap costume. In the old woman's place was a beautiful, feminine humanoid, with strands of pure glowing pink energy cascading from her scalp, flowing around a body made of purple stone. Her eyes were bright white lights, her body ageless and carved to a perfect state. Ben found it breathtaking, and wished the omnitrix had been awake to see the beauty for itself.

"Mature Anodites are pure energy." When Verdona spoke, it was with a soft echo, as if her voice was reverberating all around the room and bouncing off the walls to ensure only it would be heard, would surround them. Gwen's parents were silent still, but the mother mentioned something about this being the reason she looked so good for her age, and it earned a chuckle from Kevin, one that Ben could hear with his ear pressed against Kevin's chest. "We draw life from the mana around us."

Ben, finally, for the first time, found the words to say. "You gotta admit, that's pretty cool." If the omnitrix had been working, it would have told Ben how dumb it had been for him to speak up at all.

Verdona only smiled, tilting her head at the ground. To Ben, she looked like she was... considering. Thinking her next sentence through. He didn't know why, but the way her orb-eyes narrowed, the twisted way she smiled, the way her fingers clenched as she floated above them for their eyes to see- it made him think something very, very bad was about to happen.

And then, Gwen spoke.

"I'll go with you."

Ben's felt like everything froze in place when she said those words. He stared at her, even Verdona seeming surprised, but Ben noticed for the first time that Gwen stared back at him. And not just him, but him and Kevin, as Kevin held him close where they stood on the stairs and hadn't let go of Ben when he had come to shield him from the brightness of Verdona's transformation. Her eyes had that same unreadable expression, and Ben suddenly pulled away from Kevin, going up to her, but it was too late.

"Oh, Gwendolyn! That makes your grandma Verdona so happy!" The alien held her hands to where her heart was ought to be and even let out a happy squeak, yet Ben's jaw had dropped, and remained like that. He knew he had been supportive of whatever decision she decided to make, he knew he had said this himself, but a part of him had never been expecting her to actually chose to leave. She had her family, her friends, even Ben himself- and Ben wasn't stupid, he realized this all, but he didn't see why Kevin not showing any reciprocation towards her feelings to him was enough to make her go!

And then, Ben thought about it. He and Kevin had bad history when they were younger, but he remembered the first time they had ever met. Kevin had changed him into a new person within the hour, had given him a friend he'd never had, had shown him a way to living life he never lived like before. If things hadn't turned out the way they had, if he hadn't absorbed the power from the omnitrix, where they would be standing now.

And here Kevin was, back again. Ben should hate him. Ben should have hated him from the second he came back into his life. Maybe a part of Ben did. But he didn't know anymore. After all they've been through, it wasn't that hard to see why his love was something Gwen sought so much, and Ben's chest hurt imagining what it would be without it.

Not that he... Not that Ben had Kevin's love, that was...

He tried to think of something to say, but his tongue weighed a million pounds and just sat on the bottom of his mouth. Gwen smiled a smile that told him she knew what he was thinking, but she didn't want for Ben to figure his words out. "Good." She said that to Verdona, her voice a little empty, a little off. Gwen was still angry, and Ben could see that. He wanted to imagine that maybe this was just a hasty decision, spurred from the bad conversation her and Kevin had had. He wanted to think that if given the time, they could change this, fix this, that he could talk her through it, make her stay. But even if this was all true, he didn't have the time. And whether it was true or not, it was her choice.

Her parents came up for hugs and kisses and a general goodbye, her mother's eyes watering up and her father sporting the same smile Gwen had. Ben's eyes found Kevin's, and they looked at each other for a long time, too long, before Ben looked away. He could tell Kevin was sad. He could tell Kevin wanted her to stay, too. But he knew that she would be staying as his friend, and never nothing more, and Ben knew Kevin knew that, too.

Finally, Ben went up to Gwen, once her parents had backed off and had gone to Verdona instead, speaking to her, making arrangements despite a lack of guarantee that they would be kept, knowing Verdona. She was looking at Kevin, but Kevin wasn't looking at her, and she pulled her gaze over to her cousin, who in turned pulled her into a hug. He felt like he should apologize, for whatever reason. Ben didn't even know himself.

"Come back to us, okay? What am I going to do without my nerdy cousin nagging me all the time?" Gwen laughed, Ben pulling back and holding onto her shoulders. She didn't say anything. He almost felt like she was trying not to feel bitter. Not when this was the last time they would see each other in a long time.

Once again, Gwen looked back at Kevin. He approached, but she shook her head, and he stopped. And with that, she turned her back on them, and Ben suddenly felt too light on his feet, as if he were about to float away.

Once again, Kevin was there, but in a more gentle way. He took Ben's hand from behind and held it, and it was enough to anchor Ben down back to the world as Gwen and Verdona hooked their arms together.

"Enjoy your normal, mortal lives," Verdona laughed, and her own daughter only smiled tightly and said nothing to the alien woman, but it didn't seem to matter, as Verdona wasn't looking her way anymore. "Are you ready, my dear?"

Gwen nodded, and with that, they both disappeared into a beautiful burst of magenta. This time, Kevin didn't shield his eyes away from the sight.

* * *

Ben was quiet, staring out the window to the car as scenery from outside passed them by. He had been quiet like this for a long time, tapping his fingers against his knee and trying to think his way around this. It was only when another hand went over his own hand that he finally looked away.

Ben's gaze found Kevin's, but only for a second, as Kevin looked back to the road and moved his hand away. "Sound was annoyin' me. Don't need to look so shocked, Benji." Ben didn't have a response to that, and Kevin didn't sound like he needed one, so he let the car fade into silence, now unbothered by the tapping of his fingers.

Finally, they got to his house, Kevin's car stopping right in front of the driveway. Ben was free to leave, any time he wanted, and he knew that. It was late, way past his curfew, and he knew he was going to get hell for it from his own parents, but it was the farthest thing on his mind right then.

"Do you..." He spoke quietly, unsurely. Kevin was listening all the same. "Do you think we could have done more? To try to convince her not to go?" Even now, it was weird without Gwen driving with them, it was weird without her. He didn't know how long it would take until her absence would get normal. He didn't know if it ever would.

Kevin took his time in answering, and when he did, he couldn't offer much. "I don't know, Ben." He didn't sound flippant, or nonchalant. Even if he hadn't loved her, he still cared, and Ben could tell that it hurt Kevin just as much as it hurt himself to have Gwen gone.

"I just... I feel like I could have done so much more." He sighed, leaning his forehead against the car window, not feeling it's coldness against his unfeeling skin. "I feel like I failed as her cousin, in some way, by not giving her a reason to stay here at her home, with her family."

Kevin was quiet again. Ben was starting to think he did something wrong, before finally, he spoke again. "How about we go out and see a movie?"

"What?"

"A movie, Tennyson. The cinema's gotta be open by now. Your parents are already sleepin' by now, and you're gonna get shit for it anyway, so might as well get in trouble for somethin'. I've found that it's better to take your mind offa' something than try to go through all the 'what if's' if it." Finally, he looked back at Ben. "What'dya say?"

Ben stared, and stared for longer. For some reason, he felt flustered, and oddly so. It was longer until he finally nodded, and Kevin grinned. "Sure."

Kevin started up the car. "You're paying," he reminded, and Ben laughed, smiling for the first time since all of this.

"Yeah, right." With that, they took off, Ben not sparing a single glance back.

* * *

_I badly apologize for how late this chapter was. I'm going through a lot of medical problems at the moment, and it's been among it really hard to find time to get to sit down and write lately. I promise that I'll update whenever I get the chance, and I'm very grateful for everyone who's followed along this story so far. Getting to read your reviews and getting to talk to you and connect through a cartoon and ship we all love has put me in such amazing spirits and never fails to make me happy, and I'm truly grateful for everyone sticking with this story despite the hiatus and the slow updates at times. Just, really, thank you for reading :33 I love you!_


	28. Arms

**Yana5**: _Nope! No worries, she isn't gone for good. Whether you like her or hate her, and I don't like her very much, she is one of the main characters in the series, so I wouldn't totally get rid of her for the sake of BeVin. Admittedly, writing her character has given me a greater appreciation for her, but she won't be a main character in this story, even if I'm planning to have her make an appearance sometime soon. Sometime... And thank you for the review, yourself!_

**Pandora the Ghost** **Elf: **_Yes, I do apologize! Again, as said above, she will make an appearance again and isn't gone for good, she just won't be a main character in this fic. I hope Gwen fans don't hate me too much! Thank you, though, for the support, it means so, so much :) Also, side note, "holy noodles" might just be one of my favorite exclamations._

**Guest:** _And I love you! _

* * *

"Ben."

He didn't know where the voice was coming from, what its purpose was, or even the simplest of all; whom it belonged to. Really, Ben just wanted it to be quiet.

"_Ben_. Benji. Tennyson." He groaned, trying to roll over, but he found he really couldn't, stuck in some uncomfortable sat-up position. He was too exhausted to truly care, having been in the midst of a deep sleep before being awoken like this.

An annoyed sort of sigh came from his right, before something was opened and slammed shut, making whatever strange bed he was in shake a little beneath him. He found the silence blissful, slipping into a deeper sleep, barely registering it when something else was opened closer to him, letting coolness seep into the air. Ben finally started to stir when an arm slipped underneath his legs and supported his back, lifting him up just as he opened his eyes.

Kevin was picking him up out of the shotgun seat in his car, closing the car door with his elbow before holding Ben up a bit more securely. Their eyes met for a moment, and Kevin looked as if he were about to say something, but Ben sluggishly wrapped his arms around Kevin's neck, and it seemed to be the thing to make the older teen fall short on words. Resting his head against Kevin's shoulder, he merely let his eyes close once more, listening to Kevin's footsteps as he walked across the path to Ben's house.

The night sky stretched above their heads, the cold air surrounding them like a cloak. Ben didn't feel it, but he felt Kevin shiver, and he would have given the older his jacket again if he weren't so tired, despite knowing it wouldn't really do much with Kevin's larger height and size. He thought the walk would be made in silence, but Kevin's voice dismayed the assumption.

"'M worried about you."

Ben peeked his eyes open once again, just to look at the teen. His voice had been gruff when he had said the words, and those words made his heart flutter in an unexpected way. "You are?"

Kevin sighed, but nodded. "You've been really tired lately. Constantly passin' out like this." Ben stayed quiet. "Listen, if you're that upset about Gwen leaving, holing yourself up like that or losin' sleep over it ain't-"

"No, that's not it." Kevin was right, now that Ben thought about it. He had been pretty lethargic lately, which was a huge change from when he had stopped sleeping altogether save for a few surprise naps, which had felt more like recharging than anything. But he hadn't really noticed that change. Or maybe he had, but he hadn't been worried about it. Just like the times where he hadn't been worried about being controlled by his watch, or having electricity shoot up his arms, or not eating or sleeping regularly if at all, or feeling temperatures, or even just... _feeling_...

Could he even feel anything right now?

Kevin set him down beside his front door, and their eyes met. Before anything could be said, Ben was reaching out, only to breathe a sigh of relief afterwards. There it was. The sensation of Kevin's skin under the palm of his hand, under his fingers. His sense of touch hadn't just gone, if he could feel that.

It took him a moment to realize what he was doing after his discovery. He had cupped Kevin's cheek with his hand, while dark eyes had been staring holes into him, widened with surprise. Kevin, despite that, hadn't moved away, staying still, and Ben moved his gaze from his hand to Kevin, where they both looked at each other for a while.

His skin felt... soft.

"I'm okay." His lips barely moved when he spoke. Ben thought he saw Kevin's eyes dart down to them for the shortest of seconds, but he couldn't be sure if it was his imagination or not. It was dark, but the green glow omitted from his watch was enough to dissipate that, along with the street lamps and stars.

Kevin still hadn't moved. "Are you sure?" Ben nodded, a lump caught in his throat. Why hadn't Kevin moved yet?

Neither of them had anything other to say besides that. Try as Ben might, he didn't have another word he could use to hold the conversation over. Weeks and weeks had passed, weeks of missing Gwen, of looking for Plumber work, of school and spending time with Kevin and abnormal sleep, and everything, _everything_, from the date to what he had for lunch last Tuesday to his very own name was forgotten under that gaze, those eyes, those eyes that held the universe in them. For the first time in a long time, he felt awake.

His hand dropped. Ben felt like he should have done something, anything during the silence that had taken over between them. He thought, for a moment, that Kevin almost seemed disappointed, but he still couldn't tell if it was his imagination or not.

"See ya, Tennyson." Kevin started to walk off after that. Before his brain had caught up, his mouth opened, and he wasn't entirely certain whether it was his own doing or the omnitrix's when he called out Kevin's name. Kevin stopped, looking over, his expression asking what Ben wanted.

He faltered, just at Kevin's face. It _did_ hold disappointment. Why? "Smoothies later this week?"

Ben waited, and then he waited anxiously when he didn't get an immediate answer. Finally, a grin. "Sure."

And with that, he waved goodbye to Kevin as the Osmosian went on his way, unlocking the door to his house and seeing if he would be successful sneaking in this late.

* * *

Bright beams lit up the abandoned warehouse, and Ben rolled and ducked behind one of the large crates that filled up the place, watching the darkness of the building be brightened by flashes for seconds at a time. Windows lined the walls far above his head, but all he saw through them was darkness, it having turned to night in Bellwood long before now.

He heard a grunt of pain, his head peeking out from the crate to snatch a glance at Kevin, watching the Osmosian catch a flame with his metal form. "Are you alright?"

"Been better!" The response was gruff, Kevin straightening out, lifting up another crate much larger than himself or Ben and lugging it at the thing attacking them- a huge Techadon robot, metallic encasement gleaming in the lights of its own flashing beams, shooting off lasers from its weaponized hands. The hit caused it to be sent back, buying them some time as Ben ran over to Kevin.

Kevin, however, pushed him back, though Ben could tell it was with gentleness in mind. "Get back, Tennyson! No use runnin' around without the omntrix working, you'll jus' get hurt." Before Ben could even hope to argue, the Techadon righted itself, preparing another blast, and Ben watched it, wide-eyed. He cried out as he was suddenly tackled to the ground, however, knocking the wind out of him in the process, but he couldn't complain as he watched a gigantic laser beam burn a crate he had been standing in front of a few seconds ago right to ashes.

Ben stared up at Kevin, and Kevin, after looking away from the robot, met the stare with his own. "Tennyson..." He stopped talking before he could say anything, and it took Ben a moment to realize he had simply trailed off. He felt frozen, glued in place, and not just because Kevin was weighing him down. It was an odd thing, that same lump in his throat coming back that he had felt last night-

And then whatever had happened was ruined, but Ben couldn't find himself complaining as strong arms wound around his form, and then they were rolling. Rolling, in fact, out of the way of another beam that would have incinerated them both. Well, perhaps just Ben, that was, as Kevin's metal body protected him and made it uncomfortable to be pulled against, but he was grateful to be saved. He was almost starting to feel like a real liability at this point, but Ben couldn't help the fact that his watch had decided to shut off yet again just in the midst of this battle. Ben usually missed the omnitrix whenever its presence was shut off from his mind, but now, he _really_ missed it, especially without Gwen to help Kevin out fighting some bad guy and saving Ben's ass.

Kevin told him to stay put this time, trying to buy them some more time until his watch would finally decide to come out and help, and Ben allowed his eyes to wander away from the fight, fiddling with the machine on his wrist and trying to coax it out of its state. When he had finally glanced up again, it had been from Kevin painfully calling out his name. The Osmosian had the life being squeezed out of him, a large metal hand wrapped around his waist and starting to bend it with the uncomfortably tight grip. He wouldn't be surprised if Kevin bended and snapped into two, something that he admittedly didn't want to happen.

Ben was growing frantic now, looking down at the omnitrix again. "Tennyson!" Kevin groaned out the name, and Ben came running to him. He was at Kevin's side in a moment, or, rather, below it, seeing as Kevin had been hoisted into the air. Frantically, looking around for anything that could help in this situation with his omnitrix shut off, he was stopped when Kevin spoke again. "B-ben-!"

His voice had started to grow fainter, and surely, his body gave out a weak creak underneath the Techadon's grasp, something that Ben was sure would have equated to breaking a few bones had Kevin not absorbed some metal on the way in. He froze in place, fear snatching him up and eating him whole, and as he yelled out, that fear spiked up, morphing into a plethora of mingling emotions that jumbled up and turned into something entirely different.

This time, the warehouse was lit up in green, a shade of the color Ben was all too familiar with. Electricity erupted from his wrist, knocking him back with a shout, but instead of being just some random burst of energy, it hardened into a beam that blasted off the interface of his watch. Cutting clean through the wrist of the hand holding Kevin tight, the Osmosian was finally released, where he fell to the ground and stayed there, gasping.

The Techadon merely brought his nub of an arm to his robotic face, his hand rolling around the ground and thudding against a wall. Ben, himself, still recovering from that surprise of a blast, looked down at his watch. The omnitrix was glowing beautifully again, winking up at him, and Ben could only gape. With their minds joined back together in happy reunion, Ben could make out a point the omnitrix was trying to convey; even if it took some time, his watch was always there when he needed it most.

It would have been more relieving in any other situation. Seeing the Techadon start to gather its senses about and Kevin just as winded as before, Ben knew that he would have to pull some strings here to make sure they weren't both killed today.

Kevin finally sat up, just in time to be on the receiving end of a huge laser blast from the robot's free arm, propelling him into a pile of crates and leaving him there. Ben cried out his name, but it fell on deaf ears, and he couldn't help but feel a wave of anger before the emotion was contained by the omnitrix in order to calm him down and allow him to focus on the problem at hand. Heaving out a great sigh, he watched as the omnitrix popped itself up for him, obviously having an alien in mind and not showing him it's hologram so the surprise wouldn't be spoiled, and while it could change on will without him having to press down on its interface by now, it seemed to want him to do the honors.

Ben's hand came down, and green light erupted around him, sheltering him from the world as he felt himself morph and change. Instead of any of the usual transformations he had gotten used to, this time around, he felt his bones melt away along with his skin, collecting all up into some goopy substance. Ben felt himself becoming utterly useless and motionless, before all his mind was focused into a small, tiny, restricting device, and as it raised into the air, he did, too, just as the green light went out and Kevin climbed out of the crates.

As Ben formed his body out of green slime, he knew what he would call this thing. "_Goop_!" He almost seemed to humor the omnitrix with that one, knowing his watch found his habit of naming his alien forms and calling out their names at transformations endearing. Goop would have smiled if he had a mouth, while Kevin, staggering and falling to the ground, too beat up to even stand, murmured an "ew" that Goop could hear.

He laughed, in a weird, gloppy way. "_You know it's cool_!" Goop merely chided Kevin before sinking into the ground and racing towards the confused Techadon, only to form again right in front of him. The robot reared its good hand and lashed out, punching Goop right in his stomach, but all that did was make a hole in Goop's body, and the Polymorph laughed again, before spontaneously turning into a floating green sphere. He could tell both Kevin and the Techadon had no clue what he was doing at that point, but the Techadon smashed him into the ground, splattering his body everywhere, only for Goop to rise up between his fingers and form over his head.

Every blast just went through Goop's body, and it was visibly starting to infuriate the Techadon as they fought, especially since he was having so much fun teasing the laser-shooting robot while he waited for Kevin to recover. Finally, a large blast started to charge up from the tips of the robot's fingers, and it fired, shooting a clear hole through one of the walls and throwing them both back through it. Kevin flew in the air and landed hard on the ground, his metal body luckily protecting him from the pain as he skidded to a stop in front of his car, while Goop merely splattered on the ground in front of him before picking himself up, both watching as the Techadon followed them through.

Light had started to stain the sky, telling the signs of dawn approaching, and before Goop could try to do a single thing, their robot friend punched the little anti-gravity projector above his head and sent it flying. Kevin caught it before it could get far, holding Ben's mind and being in his large hands, and as he stared down at Ben and Ben at him, the disk flew back over its disembodied goop form when the Techandon started to rebuild his other hand.

"_Oh, no you don't_!" Goop flew right for him, before sliding himself down into the hole in his arm, the Polymorph fitting through and starting to expand in the Techadon's empty metal body. Green slime started to push against every seam in his robot form, before, after enough pressure, Goop felt it start to give, and the Techadon exploded in a great show of fire and smoke, just as the sun came up.

Ben's Polymorph form rained from the sky in little green drops, a large batch of slime falling over Kevin's head, but he couldn't do much about it as his anti-gravity projector took a while to recalibrate. "Ben, get offa me!" Kevin grunted the words, having just gotten to his feet, and Goop chimed out a little apology before starting to reform. "Yeah, you better be sorry," he grumbled, just as Ben ran around and collected the rest of himself, changing back in another flash of light when he was one person.

When it was all over, he finally laughed. "You got to admit that was pretty cool, though. Just like the good old days." He turned to Kevin afterwards, shooting him a smile that was mixed in with apologeticness and concern. "You alright?"

Kevin, who had been bearing a grin on his face, let it slide away, as if embarrassed to be smiling. Ben didn't know why, didn't get that Kevin had been happy to see him happy. "What'd you mean?"

Ben walked over to him, seeming to be checking Kevin earlier. "You took a pretty big beating back there," he recalled, causing Kevin to huff.

"I wouldn't have if I wasn't protecting some twerp the whole time we were fighting!" He protested out of embarrassment, but seem caught off guard when Ben merely nodded and smiled.

"I know." The brunet reached out, running his fingers over the place where Kevin had been grabbed before. Some of the metal was still dented up, but he knew it wouldn't cause Kevin's body underneath any damage. "Thank you for saving me, Kevin."

He didn't hear a response, and when he looked up, Kevin didn't seem like he knew how to give one. His eyes were stuck on Ben's hand, lightly pressed against his side, and the two stood in silence as Kevin raised his gaze again. It was like that exact same moment last night that Ben had been replaying over and over in his head, and he watched, dumbfounded, as Kevin started to lean down, growing closer-

He let out a yelp as he felt his legs give out underneath him, just to be caught by Kevin, strong arms wrapping around him underneath his armpits and hoisting him back up to his feet. Kevin let the metal fall off his body, just as Ben's arms wrapped back around Kevin, hands clutching into fistfuls of Kevin's shirt as he clung to Kevin for support.

"Ben?" Kevin sounded mildly concerned, but he held Ben up, close against him, not letting the smaller teenager fall. Ben took a while to recover, having felt his legs just spontaneously fail on him, and the omnitrix buzzed on his wrist, as if apologizing. He didn't know why the omnitrix had done that, but it didn't seem to have been on purpose, as if his watch was just aimlessly messing around with his body. No... that wasn't it... the omnitrix had been trying to do something-

But, slowly, he felt his interest start to fade away from the matter, as if it wasn't important to him, even though it was. His interest wasn't fading so much as it was being forcefully shoved away, and he soon forgot that he even cared, his mind being told to pay attention to the moment at hand instead. Kevin, hugging him, worried eyes peering down at Ben, trying to snatch the answer of his concerns from every little shift of expression on Ben's face. "I'm alright," Ben finally said. "Just got a little tired. Must be worn out from the fight."

He tried to stand, but Kevin didn't let him, hugging Ben closer for a moment. Ben found his face pressed against Kevin's chest, and his eyes widened against the Osmosian's black shirt, before, slowly, those same eyes closed, and he kept hugging back. They stayed like that in silence until Kevin finally let go, and Ben found himself able to stand.

Kevin looked over at the disembodied Techadon hand that had been blown out the warehouse with them, and, decisively, he picked it up, throwing it in his trunk before opening the door for Ben. As they got inside Kevin's car, Ben watched the sunrise in comfortable quiet, letting them both think about presumably many, many things, when their thoughts were truly simply only about one another.

* * *

_I apologize for the huge delay in getting this up! Maybe I'll have another quick update up in the next few days to apologize if I can :3_


End file.
